Freelancer Services — General Terms

Overview & Purpose

CWS Israel Ltd provides professional administrative services to freelancers operating in Israel. We serve as an administrative conduit — collecting payments from your clients, processing the required statutory deductions, and remitting your net earnings to your bank account. This arrangement ensures compliance with Israeli regulations while you retain complete, unrestricted control over your independent business operations.

These terms establish the foundation of our relationship and define the rights, obligations, and protections for both parties. The document is designed to be comprehensive yet clear, so that you understand exactly what to expect from this arrangement and, equally importantly, what CWS Israel does not do.

1. Freelancer Autonomy & Control

The parties expressly agree that the Freelancer retains sole and absolute discretion over all aspects of their professional activities. CWS Israel exercises no control, supervision, or influence whatsoever over the following, each of which belongs exclusively to the Freelancer:

No Direction or Supervision

The autonomy described in Clauses 1.1 through 1.6 is not merely a statement of intent; it reflects the actual, day-to-day reality of this arrangement. CWS Israel does not issue instructions to the Freelancer regarding how, when, where, or for whom work is to be performed. Any suggestion, request, or purported direction from CWS Israel that is inconsistent with the Freelancer's autonomy shall be of no legal effect and shall not be construed as evidence of an employment relationship.

2. Nature of the Relationship

Administrative Services Only

CWS Israel provides administrative services including invoice generation, payment collection, payroll administration, statutory deductions, and regulatory compliance reporting. The Freelancer operates an entirely independent business and maintains full control over all professional activities, client relationships, and commercial decisions. CWS Israel's role is strictly limited to acting as an administrative intermediary.

No Employment Relationship

This arrangement does not create, and shall not be construed as creating, an employment relationship, an employer-employee relationship, a labour relationship, or any similar relationship under Israeli law or any other applicable law. The parties expressly acknowledge and agree that:

• The Freelancer is not an employee of CWS Israel, and CWS Israel is not the Freelancer's employer for any purpose.
• Payroll slips are issued solely for Israeli tax and regulatory compliance purposes and do not constitute evidence of an employment relationship.
• Statutory deductions (income tax, Bituach Le'umi, pension, severance, and recuperation pay) are processed as required by Israeli law for administrative compliance and do not create any employment entitlement beyond what is expressly required by law in the context of this administrative arrangement.
• The Freelancer is not entitled to any employment benefits, including but not limited to notice pay, redundancy pay, or any benefit not expressly provided for in these terms or required by law in the specific context of this arrangement.
• CWS Israel does not exercise, and has no right to exercise, any direction, control, or supervision over the Freelancer's professional work, methods, or business decisions.

Definitions

For the purposes of these General Terms, the following definitions apply:

• "Administrative Services" means billing, invoice management, payment processing, payroll administration, statutory deductions, 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 the Freelancer after deduction of statutory obligations 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 the service agreement and for twelve (12) months following termination.

3. Administrative Services Provided

CWS Israel Services

CWS Israel will provide the following administrative services on behalf of the Freelancer:

• Generate and issue invoices to the Freelancer's clients based on the Freelancer's instructions.
• Collect payments from clients on the Freelancer's behalf.
• Process required statutory deductions in accordance with Israeli law, including income tax, Bituach Le'umi (National Insurance), pension contributions, severance provisions, and recuperation pay (Dmei Havraah).
• Issue payroll slips for administrative and regulatory compliance purposes.
• Transfer Net Payments to the Freelancer's designated bank account according to the agreed schedule.
• Maintain financial records related to the administrative services.
• Provide regulatory compliance reporting as required by Israeli law.

Service Limitations

CWS Israel's administrative services are strictly limited to the above. CWS Israel does not provide, and the Freelancer should not expect:

• Business consulting, advisory, or strategic guidance.
• Client relationship management or business development support.
• Professional supervision, oversight, or quality control of the Freelancer's work.
• Marketing or promotional services.
• Legal or tax advice beyond administrative compliance processing.
• Guarantees regarding client payment, creditworthiness, or debt collection.
• Equipment, workspace, or any operational resources.

Freelancer Responsibilities

As a freelancer using CWS Israel's administrative services, the Freelancer shall:

• Maintain independent business operations and all client relationships entirely independently.
• Provide accurate billing information and supporting documentation to CWS Israel in a timely manner.
• Maintain the professional standards and quality of work required by their field and by applicable law.
• Comply with all applicable laws and regulations relevant to their professional activities.
• Maintain all necessary professional licences, certifications, and insurance required for their independent business.
• Notify CWS Israel promptly of any changes in client arrangements or billing requirements.
• Maintain Israeli tax residency as required by applicable Israeli tax law.

4. Financial Terms

Service Fees

• Monthly base fee: ₪50 per month in which administrative services are provided.
• Transaction fee: 5% of collected amounts (i.e., funds actually received from the Freelancer's clients and cleared into CWS Israel's account).
• Fee condition: Fees are charged only when payslips are issued and administrative services are actually provided. No payslip means no charge.

Payment Terms

• Payment basis: Net Payments are made only upon receipt of cleared funds from the Freelancer's clients.
• Collection policy: CWS Israel does not pursue debt collection on the Freelancer's behalf and assumes no responsibility for client payment defaults. The commercial risk of non-payment by clients rests entirely with the Freelancer.
• Processing time: Net Payment processing within five (5) business days of client payment receipt.
• Currency: All payments in Israeli Shekels (ILS) unless otherwise agreed in writing.
• Payroll schedule: Payroll slips issued monthly by the 7th day of the following month for the preceding month's activity.

No Work, No Pay Policy

The Freelancer is treated as a casual worker for administrative purposes. If the Freelancer does not work and does not bill in any given period, no payslip will be issued and no service fees will be charged. This policy reinforces the independent contractor relationship by ensuring that CWS Israel's compensation is directly tied to services actually rendered.

Statutory Deductions

CWS Israel will make the following deductions from gross amounts received, as required by Israeli law:

• Israeli income tax (Mas Hachnasa) at the applicable rate.
• Bituach Le'umi (National Insurance) contributions.
• Pension fund contributions.
• Severance pay provisions (Pitzuim).
• Recuperation pay (Dmei Havraah).

These deductions are made solely for regulatory compliance purposes and do not create any employment relationship or entitlement to employment benefits beyond those expressly required by law in the context of this administrative arrangement. Annual leave and sick leave are allocated on a monthly basis to prevent accumulation, consistent with the casual worker treatment described above.

5. Confidentiality and Information Protection

Mutual Confidentiality Obligations

Each party agrees to hold all Confidential Information in strict confidence and not to disclose it to any third party except as necessary for the performance of obligations under this arrangement or as required by law. This obligation includes:

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

CWS Israel Client Information

Information regarding CWS Israel's other clients, including contact details, business relationships, service arrangements, and commercial terms, constitutes Confidential Information of CWS Israel. The Freelancer shall use such information solely for the specific administrative services contemplated by this arrangement and shall not disclose it to any third party without express written consent from CWS Israel.

Post-Termination Confidentiality

The confidentiality obligations in this Section 5 survive termination of this arrangement and continue indefinitely, or until the relevant information enters the public domain through no breach of these terms by the Freelancer.

6. Intellectual Property

Freelancer's Work Product

All intellectual property rights in work performed by the Freelancer for their clients belong to the Freelancer or their clients, as agreed between those parties. CWS Israel makes no claim to any intellectual property created by the Freelancer in the course of their independent professional activities.

CWS Israel Intellectual Property

Through this arrangement, the Freelancer may gain access to CWS Israel's proprietary business processes, administrative systems, client management methods, and compliance procedures (collectively, "CWS Israel IP"). All CWS Israel IP remains the exclusive property of CWS Israel. The Freelancer shall not use, copy, modify, or disclose any CWS Israel IP for any purpose other than the performance of this arrangement, and specifically shall not:

• Use CWS Israel's business methods or processes to provide competing administrative services.
• Develop or offer similar administrative services using knowledge gained through this arrangement.
• Use CWS Israel's client information, pricing strategies, or business intelligence for any purpose other than the specific services authorised under this arrangement.

7. Warranties and Representations

Freelancer Warranties

By using CWS Israel's services, the Freelancer warrants and represents that they:

• Have the full right, power, and authority to enter into this arrangement and to perform their obligations hereunder.
• Are operating as a genuine independent contractor and are not seeking to create an employment relationship with CWS Israel.
• Will perform all professional services in accordance with applicable professional standards and industry best practices.
• Will comply with all applicable laws and regulations in their field of expertise.
• Will not engage in any activities that would create liability for CWS Israel or damage CWS Israel's business reputation.
• Have obtained and will maintain all necessary licences, certifications, and insurance required for their independent business operations.
• Will maintain Israeli tax residency throughout the term of this arrangement.

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 the Freelancer's confidential information and personal data.

8. Liability and Indemnification

Limitation of Liability

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

• The quality, timeliness, or professional adequacy of the Freelancer's work product.
• Client relationships, satisfaction, or payment defaults.
• The Freelancer's business decisions, professional judgement, or commercial outcomes.
• Market conditions, competitive factors, or business opportunities.
• Consequential, indirect, special, or punitive damages of any kind.

Freelancer Indemnification

The Freelancer agrees to indemnify, defend, and hold harmless CWS Israel from and against any claims, damages, losses, costs, and expenses (including reasonable legal fees) arising from or related to:

• The Freelancer's professional work, services, or deliverables provided to clients.
• Client disputes, dissatisfaction, or claims related to the Freelancer's professional performance.
• The Freelancer's breach of professional obligations, industry standards, or applicable laws.
• Any illegal, negligent, or wrongful acts or omissions by the Freelancer.
• Any claim by any authority or third party that the Freelancer is or was an employee of CWS Israel.
• The Freelancer's breach of these terms.

9. Non-Solicitation and Business Protection

Non-Solicitation of CWS Israel Clients

During the term of this arrangement and for a period of twelve (12) months following termination (the "Restriction Period"), the Freelancer shall not, directly or indirectly:

• Solicit or attempt to solicit any client of CWS Israel to terminate, reduce, or modify their relationship with CWS Israel.
• Offer or provide administrative, payroll, or similar services to any client of CWS Israel with whom the Freelancer had contact or knowledge through this arrangement.
• Use knowledge of CWS Israel's client relationships, service methods, or business practices to compete with or harm CWS Israel's business interests.

For the avoidance of doubt, this clause does not restrict the Freelancer from continuing to provide their own professional services (e.g., software development, consulting, design) to any client. The restriction applies only to the provision of administrative, payroll, or employer-of-record type services that compete with CWS Israel's business.

Non-Solicitation of Other Freelancers

During the Restriction Period, the Freelancer shall not, directly or indirectly, solicit or attempt to solicit any other freelancer working with CWS Israel to terminate their relationship with CWS Israel or to use competing administrative services.

Acknowledgment

The Freelancer acknowledges that the restrictions in this Section 9 are reasonable in scope and duration and are necessary to protect CWS Israel's legitimate business interests, including its client relationships, confidential information, and competitive position.

10. Term and Termination

Term and Termination for Convenience

This arrangement shall continue until terminated by either party with thirty (30) days' prior written notice. 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 arrangement 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 further written notice.

Effect of Termination

Upon termination 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 appropriate.
• The non-solicitation obligations in Section 9 shall remain in full force and effect.
• All intellectual property and confidentiality provisions shall survive termination.

11. Personal Data Protection

Compliance

CWS Israel and the Freelancer acknowledge that personal data will be processed in connection with this arrangement, including 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 CWS Israel's services, the Freelancer consents to CWS Israel processing their personal data for the purposes of:

• Administering the services contemplated by this arrangement.
• 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

The Freelancer has the right to access, correct, or request deletion of their 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.

12. General Provisions

Governing Law and Jurisdiction

These terms shall be governed by and construed in accordance with the laws of the State of Israel. The parties 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

These General Terms, together with the Freelancer's 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, or by CWS Israel publishing an updated version with reasonable notice to the Freelancer.

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 continue 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 the Freelancer's 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 or to act on behalf of the other except as expressly authorised in writing.

Survival

The following provisions shall survive termination of this arrangement: Section 5 (Confidentiality), Section 6 (Intellectual Property), Section 8 (Liability and Indemnification), Section 9 (Non-Solicitation), Section 11 (Data Protection), and this Section 12.