Terms & Conditions
Last updated: 6 December 2017
Welcome to Workwhile. Workwhile offers a platform and community through which independent workers providing services in creative and digital fields and the representatives of companies who seek such services under limited-term engagements may engage and contract with one another for the aforementioned engagements.
With regard to the services provided by Workwhile, the following conditions and all applicable legal rules apply. By using the Site of Workwhile, the User accepts to be bound by these conditions.
Article 1. Definitions
In these terms and conditions of use the following definitions are used, both in singular and in plural.
Client: the natural or legal person who offers or gives an order to carry out work to a Member.
Member: the natural or legal person who makes himself available by means of the Site for the performance of work on behalf of a Client, or enrolls or offers for one or more assignments from a Client.
Account: a Profile that belongs to the Client or Member and gives access to the services and Community of Workwhile.
Community: an online database of professionals categorized by Subject Area and that are accessible via the Site. The Community contains profiles that are compiled with information input by Members and Clients themselves.
Profile: all information from the Member and Client that is stored at Workwhile and is used to bring together the Client and Member with or without the help of Workwhile.
Subject Area: a field of professionally-applied knowledge that Members can specialize in.
Engagement: a job on the Site in which a Client asks for certain activities to be carried out by Member(s).
Service: the service provided by Workwhile through the Site or in any other way, consisting of, among other things, the provision of a platform on which Clients and service providers come into contact with each other.
Workwhile: Workwhile, located at Prinsengracht 405, 1016HM Amsterdam, registered in the trade register under number 69116172.
Site: the internet site of Workwhile can be reached via the domain name www.workwhile.agency as well as all other internet sites of Workwhile are accessible via sub- and top-level domain names related to this domain name.
Article 2. Applicability of these conditions
Every time a User uses or has access to the Site, these conditions are deemed to have been accepted. Other terms and conditions only form part of the Agreement concluded between the parties if and insofar as both parties have expressly agreed to this in writing. The possible non-application of a (part of a) provision of these general terms and conditions does not affect the applicability of the other provisions.
Workwhile is entitled at all times unilaterally to adjust or supplement these general terms and conditions.
The general terms and conditions of the User are explicitly rejected.
In connection with the specific nature of a specific agreement, this agreement may deviate from one or more provisions of the general terms and conditions.
If a provision from these general terms and conditions conflicts with a provision of a concluded agreement, the provisions of the agreement shall apply.
Any changes and additions to any provision in the agreement and / or the general terms and conditions agreed between Workwhile and the User are only valid if they have been agreed by registered letter or bailiff's writ and can only be proven with them.
If and in so far as any provision of these general terms and conditions is annulled or annulled, the remaining conditions will remain in full force. Workwhile will then determine a new provision to replace the void or voided provision, whereby the scope of the void or voided provision will be taken into account as far as possible.
Article 3. Provision of services
Workwhile offers a platform on its Site on which Clients and Members:
- May connect with one another with the intention to hire and perform work for limited-term, freelance Engagements
- May assess one another’s skills, requirements, and suitability for the aforementioned Engagements
- May contract with one another for the aforementioned Engagements
- May manage delivery of work for the aforementioned Engagements
- May invoice payments, execute payments, and receive payments for the aforementioned Engagements
Workwhile only has a facilitating role and can therefore not be held responsible for acts or omissions of a User by means of or in connection with the Site or otherwise. Workwhile is at all times entitled to adjust and / or terminate (the content of) its services.
Users must be over 18 years old to use this Site and accompanying services. Individuals under 18 years old may not create a profile or an account on the Site.
Workwhile has compiled the content of the Site with the utmost care. All content information on the Site with regard to the Users themselves, Engagements, references, and proposals, however, comes from the Users. These Users are responsible for the authenticity, accuracy, and completeness of this information. Workwhile does not bear any responsibility for the content of Engagements, quotations, references, nor for any other communication between Users. Neither does Workwhile carry responsibility for fulfilling their obligations by Clients and service providers, including the fulfillment of any payment obligation and the correct execution of the work to be performed.
Workwhile offers the information it places on the Site itself on the basis of exclusion of any express or tacit guarantees, promises or indemnities of any kind, including, but not limited to, the exclusion of guarantees in respect of righteousness to (property) rights, sufficient quality, suitability for a specific purpose and non-infringement of property rights or rights of third parties.
In particular, Workwhile does not guarantee that the information on the Site is correct, complete, suitable, current and not illegal, that the Site will work without interruption, will be free of viruses, trojans and other errors and / or defects and that any defects will be remedied and that third parties will not use the Site and / or the systems of Workwhile unlawfully.
Workwhile is entitled to (temporarily) take the Site out of use or to restrict it in the event that this is necessary for the maintenance or modification of the Site, without this giving rise to any right to compensation towards Workwhile.
Article 4. Use of the service and provision of information
The User guarantees that all data including, but not limited to, name, address, VAT number, bank account number, Chamber of Commerce (KVK) number, e-mail data that he provides in the context of the service are complete, correct, and current and that he will use the service exclusively for himself. In addition, the User guarantees that he is authorized to make use of the services and that he will comply with applicable laws and regulations in respect of the assignment, bidding, offering and carrying out activities.
By offering data on the Site, including, but not limited to, Profile information, works contained within the Profile, assignments, references, and quotations, the User gives permission to publish this information on the Site and guarantees to give permission to do so.
Workwhile reserves the right to change and / or shorten the information provided by the User. Workwhile also reserves the right to refuse or remove Profiles, Engagements, references, and other data from the Site, for example because they are incorrect or unreliable, are in violation of the law or unlawful towards third parties, without this being the case.
The use of the (personal) data obtained by Users through the Site may only be used for the purpose for which they were provided. It is not allowed to process this data for any other purpose. It is also not allowed to collect personal data from Users for any reason whatsoever.
If a User violates the provisions of Article 4.4, he forfeits, without further warning or notice of default and without the need for legal intervention, an immediately due and payable fine of € 1,000.00 (in words: one thousand euros) per event in which the use of one personal data counts as one event, without prejudice to the right of Workwhile to take other measures available against the User and / or demand compensation.
Article 5. Subscription, Client Fees, Rates, and Payment
Members pay Workwhile a fee for a subscription to access the Site and to be featured in the Community to prospective Clients.
A subscription agreement between Workwhile and Members is entered into for the duration stated on the invoice. The subscription is renewed automatically at the end of the subscription term.
If a User wishes to terminate or cancel the renewal of his subscription, the User must notify Workwhile at firstname.lastname@example.org or unsubscribe in the User account under "Settings". These actions must be taken no later than one calendar month before the end of the aforementioned contract period. Subscription fees are non-refundable.
From the moment that the SEPA form is confirmed on the Site and / or use is made of our services, the Member has irrevocably agreed to the subscription to Workwhile and with this a payment obligation the subscription fees.
For all Engagements completed through Workwhile’s platform and / or services, Workwhile invoices a service fee to the Client. The service fee is calculated as a percentage of the final, total project budget. The service fee is not included in the project budget, but is owed in addition to the fees agrees in the project budget paid out to Members. For the most recent prices with regard to service fees and costs, we refer to the Workwhile Price List which can be requested from Workwhile.
Unless stated otherwise, the prices of Workwhile are quoted in euros, excluding VAT and any other taxes and levies.
Workwhile reserves the right to change or revise the prices of the service(s), the rates for service costs, and other products. Workwhile will place such price changes or revisions in the Workwhile Price List at least 15 days before the effective date of the changes. Current contracts will be respected until the renewal date.
Unless otherwise agreed, all invoices for Workwhile services, including but not limited to the Member Subscription and the Client Fee, must be paid within 14 days from the invoice date.
If the User does not pay within 14 days after the invoice date, he is deemed to be in default by operation of law. Should the User not pay after a first reminder of the invoice, Workwhile has the right to (temporarily) suspend the User’s access to the platform until the invoice has been paid. If the invoice is not paid after a second reminder, Workwhile can immediately terminate the cooperation with the User without refund of previously paid monthly fees.
In case of 5.9, the User is responsible for all additional costs for recovery from legal proceedings, such as the costs of collection agencies, bailiffs, or lawyers. If Workwhile deems it necessary to place the claim in the hands of third parties, the User is informed of this in writing in advance. The User is also obliged to pay the costs incurred by Workwhile in connection with legal proceedings in excess of the amount allocated by the court in this respect if the User has been wholly or predominantly unsuccessful in that procedure. Expenses of the procedure explicitly include the fees of lawyers, bailiffs and other advisers. User declares that the costs due on the basis of this article are not eligible for moderation due to a possible discrepancy between the principal sum and the costs.
If User has issued one or more authorization(s) for direct debit for the payment of the amount owed by virtue of a service or subscription, it shall not be entitled to withdraw this authorization at any time, subject to the prior written consent of Workwhile. User is also obliged to keep sufficient bank balance for 14 days after the date of dispatch of the invoice sent to make the execution of the collection possible. If it is not possible for Workwhile to proceed with direct debit, Workwhile is free to use all available means to receive the due and payable amount.
Payment terms between Clients and Members for work completed under an Engagement are agreed in the Workwhile Engagement contract. By accepting these Terms & Conditions, the User accepts to use the Workwhile Engagement contract, unless explicitly agreed otherwise in writing.
Article 6 Dissolution
If the User has not used the Site for a period of 12 months, Workwhile has the right to terminate the agreement entirely.
In the event of (provisional) suspension of payment, bankruptcy, cessation, admission to the WSNP or liquidation of the User, Workwhile has the right to dissolve all or part of subscriptions or other services, without prejudice to its other rights and without any compensation or reimbursement.
Article 7. Communication
Any communication between Workwhile and User can take place electronically except to the extent that the general conditions and / or the agreement and / or the law deviate from this.
The version of the communication in question stored by Workwhile counts as proof thereof, subject to proof to the contrary by the User.
Electronic communication from Workwhile to User is deemed to have been received on the day of dispatch, unless the contrary is proven by the recipient.
The User must secure his own computer system in such a way that third parties can not be provided with unauthorized access.
User agrees to make his contact details available for all communication from Workwhile with the intention to provide the service as described in these terms and conditions. In addition, the User agrees that his contact details can be used for marketing purposes, offers, new products or services from Workwhile or its partners.
A User of Workwhile will not use the Site for any purpose other than for which it was created. In particular, a User will not place advertisements and refer to other Sites without the goal of Workwhile. Every link placed on Workwhile in a project, quotation or e-mail must relate to a project / assignment on Workwhile (an example of acceptable links are a reference to a portfolio or CV or personal Site).
Acquisition and / or promotion on our platform for similar services as Workwhile is not permitted. We reserve the right to suspend your account should we find that this acquisition is taking place. Any paid subscription fees are not refunded. In particular, we do not allow a general response to an assignment with reference to an external Site.
Article 8. Accounts
To become a User of Workwhile and to access the services of Workwhile, one must apply for a User account. Each User can apply for an Account via the Site. All Users are then screened. In order to approve a Member Account, it is checked, among other things, whether a Member candidate meets the quality control standards that apply to their declared Subject Area(s). In order to approve a Client account, it is checked, among other things, that a Client is the direct representative of the hiring company, and is not a third-part, including but not limited to a recruiter, agent, or other intermediary. It is ultimately the decision of Workwhile to approve or not approve an Account. Workwhile always has the right to refuse a request for an account without giving any reason. This Account is personal and not transferable.
The User guarantees that all data entered by him / her is accurate, complete and unconditioned, and that all forms on the site contain information that is truthful, accurate and complete. In addition, the User will regularly update this information to ensure that the information remains accurate. Every User has the obligation during the registration process to check all data entered by him- or herself and to report any inaccuracies in the provided or stated data or the set conditions, as well as subsequent changes, to Workwhile, or to him- or herself edit the Account and / or Profile. The User agrees to promptly submit any requested proofs, for example copies of proof of identity and excerpts from the trade register of the Chamber of Commerce, after request made by Workwhile. Workwhile reserves the right to delete or suspend accounts whose identity of the User can not be retrieved or proven.
User will not undertake anything that will interfere with Workwhile feedback system or reference system. This includes the artificial generation of positive feedback about oneself through the use of multiple accounts. Determining this type of fraud leads to immediate suspension of a User’s account.
Be aware that we may be able to suspend, delete or deny Users access to Workwhile, including the services resulting from Workwhile, if we notice that the activities a User performs on Workwhile are in conflict with our terms and conditions.
If a User’s account is deleted because it has been established that the User is violating the general terms and conditions, the User are liable for all fees, with due regard to the extent to which the general terms and conditions are violated, for verifying the damage of the violation and claiming the costs of the damage. Users and Workwhile agree that the damage that Workwhile incurs as a result of actions by Users can be substantial, but difficult to express in terms of size and / or a monetary amount. If a User is part of this type of activity, Workwhile can charge User a penalty up to€ 3,000.00 (in words: three thousand euros) per breach of the general terms and conditions. In addition, Workwhile can take legal action to recover damages that exceed this amount. User agrees that € 3,000.00 (in words: three thousand euros) is a reasonable amount as an estimate of the possible damage to be incurred as a result of the relationships that Workwhile has to deal with and the possible consequences that this may have and the risks that this entails.
Article 9. Force Majeure
In case of force majeure on the part of Workwhile, it is not obliged to fulfill the obligations from the agreement.
Force majeure means any circumstance of Workwhile that is independent of Workwhile and that is beyond the sphere of influence of Workwhile, which permanently or temporarily prevents compliance with the agreement.
Force majeure in any case means: a non-attributable failure of engaged third parties or Members, strike, company occupation, government measures, power failures, more than usual traffic delays and epidemiological nature of its employees, technical malfunctions, whether or not as a result of viruses or attacks, as a result of which the Site does not or not fully function properly, as well as every situation on which Workwhile can in fact not exercise (decisive) control.
As soon as a force majeure situation occurs as referred to in this article 9.3, Workwhile will notify the User of this. If the force majeure situation lasts longer than 30 days, or as soon as it is clear that the force majeure situation will last longer than 30 days, parties are entitled to dissolve the agreement, without being liable for damages.
Article 10. Liability
Workwhile makes every effort to provide the services properly, but I cannot exclude that damage might be caused by or with services rendered. Unless the damage has arisen due to intent or deliberate recklessness of Workwhile or its managerial subordinates, Workwhile is not liable for any damage whatsoever.
Workwhile is never liable for any damage of User related to or resulting from communications or advice given in the context of free advice.
Workwhile can not be held liable for communications or advice from third parties about Workwhile services. Workwhile is never liable for any indirect damage of User or third parties, including consequential damage, loss of turnover and profit, loss of data and immaterial damage, related to or arising from the agreement or the use of the services.
The risk of damage resulting from work carried out by the Member and / or his presence at a Client shall be entirely with the Client.
Without prejudice to the provisions elsewhere in the agreement, the liability of Workwhile vis-à-vis the User, for whatever reason, is limited to an amount of a maximum of € 500.00 (in words: five hundred euros) per event, whereby a coherent series of events such as one event applies.
The right to compensation will lapse if the claim is not brought before the court within a year after its occurrence.
The User indemnifies Workwhile against all claims from third parties, for whatever reason, in respect of compensation of damage, costs or interest, related to or arising from the agreement or the use of the Services.
Article 11. Dispute with Workwhile
In the event of disputes arising from agreements or from agreements building on them, to which these general terms and conditions apply, the parties will initially try to reach an amicable settlement.
All disputes which may arise between, on the one hand, a Client or service provider of the Site and, on the other hand, Workwhile including their legal successors under a general or special title following the agreement reached between them or following further agreements and other actions in consistency with such agreements as for example, but not exclusively, unlawful acts, undue payments or unjustified enrichments will be settled by arbitration in accordance with the arbitration regulations of the Netherlands Arbitration Institute, hereafter NAI.
11.2 does not prevent the case from being regarded as a dispute by only one of the parties or its assigns, or that it only concerns the demand for payment of the money due.
Nevertheless, the party wishing to submit a dispute by means of an arbitration procedure must grant its counterparty a period of at least one month after it has invoked this arbitration agreement in writing in respect of that counterparty, in order to settle the dispute by the choose competent court.
A dispute with regard to a particular legal claim must have been filed within one year after the legal claim has arisen and has become known to the plaintiff, without prejudice to the possibility of earlier expiry or prescription in accordance with the law.
The administrator of the NAI appoints one arbitrator or three arbitrators at his own choice. Although the number of arbitrators is entirely free of charge of the appointed person, this will generally have a financial interest that, to the extent that it can be foreseen at the time of appointment, an amount of € 1,000.00 (in words: thousand euros) not exceeds this, choosing to appoint only one arbitrator.
The language of the arbitration is Dutch.
The legal place of the arbitration is Amsterdam. In the case of an independent summary proceedings as referred to in Article 42a-o NAI Arbitration Rules, Amsterdam is also the legal place of arbitration.
The parties exclude the authority of the arbitral tribunal to deal with arbitration proceedings without and / or before and / or during the arbitral proceedings.
1. Referees will decide as good men in fairness.
2. In the arbitral proceedings, the defendant is entitled to rely on set-off with a receivable that is eligible for set-off, even if the relevant claim falls outside the scope of the arbitration as defined in Article 15.2 of this agreement, for so long. it is susceptible to settlement by arbitration.
Aggregation by the governmental judge of an arbitral clause to be conducted on the basis of this agreement with another arbitral dispute, whether or not based on this agreement, is excluded.
The arbitral tribunal will assume the actual judicial and extrajudicial costs for the determination of any possible costs, which appear in the arbitration proceedings on behalf of the parties.
All parties undertake towards each other to secrecy in and out of court and to waive the right to provide evidence with regard to everything that has become known to them exclusively through arbitration proceedings, subject to a further deviating, written verbal or electronic agreement.
The arbitral tribunal may give its verdict in the form of a binding recommendation.
Article 12. Intellectual Property
The User acknowledges that all rights, titles and interests, including all intellectual property rights, on and in: (i) all technology and software included or incorporated in or forming part of the Site and (ii) the content on or part of the Sites and all elements that are part of or included in (or constitute a collection or constitution) any of any prior accessories to Workwhile. Due to the agreement between User and Workwhile, no (co-) ownership of the foregoing arises.
The items referred to in the previous paragraph may not be copied or otherwise used by User for any purpose other than as intended in this agreement without the written permission of Workwhile. User indemnifies Workwhile for infringements of intellectual property rights of third parties by User.
Article 13. Other provisions
The User is not permitted to transfer the agreement between Workwhile and the User, in whole or in part, or any resulting right or obligation to a third party, subject to the prior written permission of Workwhile.
Workwhile strives for continuous optimization of its services and services. In that context, Workwhile reserves the right to monitor and analyze the use of the Site and the Community up to User level and to approach Users if necessary with concrete proposals for improved use and / or new functionalities. Workwhile uses monitoring and other means to detect misuse and improper use of its Services. User agrees that Workwhile uses these means for continuous optimization and to detect possible abuse.
If any provision of the general terms and conditions is found void, invalid, unenforceable or illegal, the other limitations of the general terms and conditions will remain in full force.
Workwhile may change its terms and conditions from time to time, without any notification to its Users, unless required by law. The changes in the terms and conditions are effective when we publish them on the Site.
All content on the Site and composition of content of the Site, such as text, images, logos, icons, audio clips, digital downloads and software are the property of Workwhile and are protected by copyright.
In addition to these General Terms and Conditions, the answers to the frequently asked questions published on the Site also apply as conditions for the use of Workwhile and its services.
Dutch law applies to the agreement between Workwhile and the User.