General Terms and Conditions
General Terms and Conditions
1.1 The terms indicated with an initial capital letter in these General Terms and Conditions, have the following meaning (singular and plural):
(a) General Terms and Conditions: These General Terms and Conditions of MrWork B.V. (hereinafter referred to as: “MrWork”),
(b) Service(s): The Services as indicated in the Agreement concluded between MrWork and Customer.
(c) Agreement: The Agreements drawn up in writing or digital on the basis of which MrWork provides (a) Service(s) to Customer, and of which these General Terms and Conditions form an integral part of these General Terms and Conditions.
(d) Customer: the natural or legal entity having concluded an agreement with MrWork. The term “Customer” includes anyone acting directly or indirectly on behalf of the aforementioned natural or legal entity.
(e) Publication(s) Any kind of publications, including but not limited to notices, announcements, advertisements, job postings, adverts and/or company profiles included on Social Media, and all supporting material.
(f) Social Media: The Social Media networks, such as Facebook, Twitter, Linkedin, Pinterest, Instagram, Google+, Xing and YouTube and any other (future) niche of Social Media networks. (is basically not required, since it is a non-limitative list)
(g) Order confirmation: the order confirmation of an order by Customer provided by MrWork for Customer per letter or email.
(h) Website(s): the totality of webpages, software and databases of MrWork.
(i) Dashboard: The whole of Websites made available to Customer by MrWork by means of a login name and password.
2.1 These General Terms and Conditions are applicable to each Agreement or other legal relationship between MrWork and Customer. Any deviations or specific conditions of Customer are only applicable if expressly confirmed in writing by MrWork.
2.2 Customer accepts the applicability of these General Terms and Conditions. Any purchasing or other conditions of Customer or a third party are not applicable, unless expressly agreed in writing.
2.3 In the event that one or more provisions of these General Terms and Conditions, for legal or any other reasons, are null or void or should be declared void, the remaining provisions of these General Terms and Conditions will continue to apply. If such situation arises, MrWork and Customer will enter into consultation in order to agree on new provisions as replacement of the void and/or nullified provisions which shall, as far as possible, reflect the purpose and intent of the original provision.
3 Conclusion of the Agreement
3.1 All offers and quotations issued by MrWork are non-binding. MrWork reserves the right to refuse an order from Customer without stating reasons. Agreements shall only become effective by MrWork sending an order confirmation, or through the actual implementation by MrWork of an order of the Customer.
3.2 All the information provided by MrWork in offers and quotations, with regard to its products and services, including but not limited to prices, quantities, weights, size, quality, is given to the best of its knowledge and, therefore, not binding. The information mentioned in order confirmation takes precedence.
3.3 If the Customer acts on behalf of advertiser directly or indirectly, Customer ensures this advertiser’s fulfilment of the provisions arising out of the Agreement.
4 Duration of the Agreement
4.1 The date on which the Agreement becomes effective, is the date set out in the Order confirmation, or, in the absence thereof, the date on which MrWork has effected the actual implementation of the order of Customer for the first time.
4.2 If the work performed by MrWork is sufficiently established by size and time, the Agreement is terminated on completion of the work.
4.3 In all other cases, the Agreement terminates by the expiry of the agreed contract term. If the parties have not agreed on a contract term, the Agreement is deemed to be concluded for the duration of three (3) months and ends with the expiry of this term.
4.4 Provisions of these General Terms and Conditions, which by their nature are intended to continue after expiry of the Agreement, remain in force between parties even after expiry.
5 Obligations of parties
5.1 Customer will always provide MrWork in good time with any data or information useful and necessary for the proper implementation of the Service(s), including timely, complete and correct delivery of the Publication(s), and always give the necessary cooperation. Customer will thereby comply with the instructions and set guidelines given by MrWork. Customer guarantees the correctness and completeness of the data and information provided by him/her.
5.2 Customer ensures the timely, complete and correct delivery of the relevant data, should they not be (fully) mentioned in the Agreement.
5.3 If Customer provides the Publication(s) not ready for publishing, MrWork is entitled, at its own discretion, to
(a) adjust the Publication(s) and get them ready for publishing, whereby the costs incurred by MrWork will be borne by the Customer, or
(b) return the Publication(s) to Customer in order to offer Customer the possibility to adjust the vacancy material as desired. Customer cannot oblige MrWork to comply with timely publishing if the Publication(s) are not provided ready for publishing. MrWork will make every effort hereto.
5.4 If Customer does not provide the data within fourteen (14) days subsequent to concluding the Agreement, MrWork is entitled to refuse further publishing, but nevertheless charge the rate payable under the Agreement.
5.5 Customer gives MrWork permission to use images, texts and sounds available on the Website of Customer royalty-free, and place on Social Media in order to carry out Service)s).
5.6 MrWork wishes to obtain a good representation of the submitted Publication(s) on Social Media and/or campaigns, but does not guarantee an exact reproduction. MrWork expressly does not accept any liability within this context.
5.7 The Customer gives MrWork permission to advertise on her/his behalf on Social Media, and use all the data made available while carrying out the Service(s).
5.8 MrWork aims at having the Website available for Online Media for (authorised) visitors. MrWork does not guarantee that the Website shall be available at all times, continuously or completely. MrWork reserves the right to
(a) block the Website without prior notice or disable for maintenance, adjustment or improvement thereof, and
(b) adjust parts of the Website, expand, delete or otherwise amend without prior notice. MrWork is not responsible for damage caused by (temporary) unavailability of the Website, regardless of the cause thereof. MrWork does not warrant that the Website is free of errors, defects or computer viruses, Trojan horses, worms, time bombs or other software intended to affect the computer system negatively.
5.9 The Customer shall bear the risk of misunderstandings with regard to contents and implementation of the Agreement, if such misunderstandings are caused by the fact that MrWork failed to receive, failed to receive correct, timely or complete orders, Publication(s), (placement) data or other communications from or on behalf of Customer.
6.1 If, at any time during the term of the Agreement, the Customer wishes to extend it, Customer can do so by asking MrWork in writing or by telephone. Insofar as MrWork agrees with the extension, MrWork will send the Customer an adjusted order confirmation.
6.2 The rate applying to the extension referred to in the previous section is the rate applied by MrWork upon conclusion of the extension of the Agreement, or based on the scale applicable at the time. The original rate will, however, remain applicable to the original amount of Publications.
6.3 Publishing a Publication in the dashboard will extend the Agreement at the rate and scale applied by MrWork at that time, and Customer shall be under obligation to effect payment. MrWork reserves the right at all times to refuse publishing Publications.
7.1 MrWork is not responsible for the contents of Publications. Customer guarantees for each Publication that it is not illegal or harmful towards third parties or MrWork. Customer must undertake that, in particular, each Publication
(a) complies with all applicable laws and regulations, and standards and codes of conduct widely accepted within the industry,
(b) is correct, complete and current,
(c) is actually an existing, concrete and open Publication at the time of publishing,
(d) does not contain (sexually) intimidating, abusive, discriminating, troublesome or otherwise controversial messages,
(e) does not contain computer viruses, Trojan horses, worms, time bombs or other software intended to affect the computer system (negatively) and
(f) does not infringe on the (intellectual property) rights of MrWork or third parties or otherwise illegal or harmful towards MrWork or third parties.
7.2 MrWork will not be held liable for any form of reputational damage against Customer resulting from the contents of the Publications.
7.3 Customer indemnifies MrWork, the publishers, their personnel, as well as third parties working for them, for any damage or loss that might arise on the part of MrWork or third parties resulting from any claims instituted against MrWork by third parties in connection with or in respect of the Agreement or implementation thereof. This indemnification applies to any third-party claims in connection with (alleged) third-party copyright infringements or violations of privacy of these third parties.
7.4 MrWork reserves the right at all times to refuse the publishing of Publications or modify or delete the contents of an already published Publication at its sole discretion, without giving rise to any right to compensation for Customer. Such reasons might be that Publications are in conflict with these General Terms and Conditions or laws and regulations applicable in the Netherlands, or it is a matter of technical objections, rejection of the contents, nature, scope or form of the specified Publication(s).
7.5 In the event MrWork refuses or deletes a Publication on the grounds mentioned above, MrWork is entitled to charge Customer for the costs and lost earnings it incurred.
7.6 In order to maximise the scope of Publications published on the Website insofar as they relate to the Publications, MrWork can place this Publication on third-party websites within the partner network. MrWork can modify at all times and in its sole discretion the extent and composition of this partner network. Furthermore, publications published on the Website can be found by search engines and “verticals”. Publications cannot be excluded thereof.
8. Use of Service and functionality
8.1 The right to use a Service is personal and thus transferring this right and/or (sub)licencing it is, therefore, not permitted. The right to use a Service is limited to employees within the Customer’s organisation.
8.2 Customer guarantees that these employees will only use the Service on behalf of the activities of the Customer.
8.3 MrWork has the authority to recover all forms of damage, which include loss of revenue and other costs resulting from unauthorised use and all other forms of misuse of the Service from Customer.
8.4 On the basis of the Agreement, MrWork makes the functionality required for the Service available to Customer once and for the duration of the Agreement.
8.5 The specifications of (the) Service(s) is/are agreed in writing.
8.6 The functionality of (the) Service(s) is/are available twenty-four hours a day. Preventive and corrective maintenance for the functionality of (the) Service(s) takes place wherever possible outside normal office hours.
9 Scope, right of access and/or access to Dashboard
9.1 Customer acknowledges that MrWork is the producer of the Dashboard which it operates by means of the Website as referred to in Database Act and of which it is the copyright holder.
9.2 Customer may only use the Dashboard internally with the purpose of new recruiting and selecting new employees directly
(a) for its own company or, but only if and insofar as the company of the Customer has recruitment and selection as the overall objective to benefit third parties,
(b) for the company of its Customer(s), only if such is/are authorised by the Database Act and all other applicable rules. In this respect, recruitment and selection regarding third parties explicitly excludes automated means of searching CV databases on behalf of third parties.
(c) other uses explicitly named in the Agreement.
9.3 Customer may not disclose data files from the Dashboard, or parts thereof, and copy or otherwise reproduce them, modify or, in any way, make them available to third parties, download save on a personal database or store on a personal computer system, unless MrWork provided prior written consent for this purpose.
9.4 Customer may only use data files from the Dashboard, or parts thereof in order to fulfil what has been agreed in the Agreement, and only insofar as the data files from the Dashboard, or parts thereof, are reasonably applicable.
9.5 Customer is not permitted to make inappropriate use of the Services of MrWork. Among other things, this means that Customer is not permitted to use software and/or hardware tools and solutions (in-house or provided by third parties) to spider, scrape, search or improperly approach the Dashboard in any way.
9.6 Customer shall handle all login information provided by MrWork with due care. The login information provided by MrWork are customer-bound and non-transferable. Login accounts may only be used within the organisation of Customer. Customer is, therefore not permitted to have third parties use its login information for any purpose whatsoever. Customer is responsible for changing his/her login information within a timely manner, in order to prevent misuse of his/her login information within and/or outside the organisation of Customer.
9.7 If Customer acts in violation of the provisions set out in article 9.5 or 9.6, MrWork reserves the right to intervene, for example, in such a case, by blocking the account(s) of Customer and access of Customer to the Dashboard, with immediate effect and without further notice. In that case, MrWork will not be liable to pay Customer compensation or refund of the fees paid.
10 (Intellectual) Property
10.1 All (intellectual property) rights, including but not limited to copyrights and database rights, on Social Media, the Website, databases and all other software, files (including address files), materials (including software) and information made available by MrWork are held exclusively by MrWork. Customer only receives the user rights granted under these General Terms and Conditions and legal provisions of mandatory law. Any other or more extensive right of the Customer shall be excluded.
10.2 Publishing on the Website or otherwise making Publications, publishing data, texts, images, sounds, (data) files, software or other information of materials, available to MrWork, Customer provides MrWork with a worldwide, everlasting, transferable, non-exclusive, royalty-free permission to use this information and materials, including but not limited to publishing, adjusting, reproducing or otherwise utilise this information on Social Media or Website. Customer guarantees that he/she is authorised to grant this permission. MrWork shall not be bound to keep the respective information and materials confidential.
10.3 The Customer is not permitted to copy the software or database, or any part thereof, including documentation, established in any way whatsoever, use as the basis for creating derivative works, assemble in reverse, compile in reverse or otherwise reproduce, translate, adjust, disassemble or decompile.
11 Transfer of rights and obligations
11.1 MrWork is permitted to transfer the rights and obligations described in the Agreement to third parties. In the event of any obligations of MrWork being transferred, MrWork must inform the Customer thereof in advance, and Customer has the right to terminate the Agreement with effect from the date on which the transfer will take place. MrWork is not obliged to pay any compensation in that regard. Customer is not permitted to transfer rights and obligations under the Agreement to third parties until written permission by MrWork.
12.1 For each Agreement and the Publishing space agreed therein, the rates used by MrWork upon conclusion of the Agreement shall apply. The actual rate varies, depending on the applicable scale.
12.2 MrWork is free to make different rate and scale agreements, including rate and scale agreements based on an expected volume. Deviating rate and scale agreements can only be agreed in writing and are only valid for up to twelve months (12), unless expressly agree otherwise. If Customer fails to produce the volume upon which such deviating agreements are based within the specified period, or otherwise does not comply with other conditions for the deviating rate and scale agreements, MrWork is entitled, on the basis of subsequent calculation, to charge the standard rates and scales according to its rate card(s) applicable at the time.
12.3 MrWork reserves the right to revise the rates and the data related thereto. If such rate revision should also apply to the orders already issued insofar as they have not been placed or confirmed, Customer has the right to cancel the placed or confirmed part of the order, without extra charge.
12.4 All rates are in Euro and should be increased with VAT, unless explicitly stated otherwise.
12.5 MrWork draws a distinction between preferences regarding publishing and concrete, explicit agreements regarding publishings. MrWork does not charge extra for preferences. Preferences of Customer regarding publishings will, therefore, never apply as a condition of the Agreement itself. MrWork will take utmost account of preferences, but cannot be obliged to do so.
13 Payment conditions
13.1 MrWork uses the beginning of the order as the time of invoicing.
13.2 Customer is obliged to pay invoices within thirty (30) days after invoice date. Customer is not entitled to apply any discount or deduction. The right of offsetting or deferment by Customer is excluded.
13.3 MrWork is free to make deviating payment agreements with Customer, including payments in instalments. Deviating payment agreements may only be agreed in writing.
13.4 MrWork is entitled to request advance payment of remunerations or warranties regarding payments, if, in the opinion of MrWork, there is or could be reason to do so. MrWork is entitled to suspend its services until the requested advance payment or warranty has been complied with.
13.5 If the payment term is exceeded, Customer is legally in default without any notice. Without prejudice to its other rights, MrWork is entitled, from that moment on, to charge the applicable legal interest based on article 6:119a of the Civil Code, and suspend its services. If payment in instalments has been agreed, the entire remaining instalments will become immediately due in the event of late payment. In that case, MrWork is entitled to suspend the execution of its Services until all instalments have been paid. Should MrWork decide to take debt collection measures, the costs, both extra-judicial and judicial, relating thereto will be borne by the Customer. The costs will amount to a minimum 15% of the amount due.
13.6 Upon the resumption of services subsequent to deferment, MrWork can attach financial or other conditions, including the payment of a fee to reactivate the Service.
14 Interim termination
14.1 A party has the right to dissolve the Agreement in writing, without judicial intervention, if the other party, also after written reminder in which a reasonable term has been suggested for remedying the failure, continues to fail to comply with its obligations under the Agreement after that period has elapsed.
14.2 A party has the right to terminate the Agreement in writing, without judicial intervention, if the other party has gone bankrupt, applies for a moratorium or ceases operations. Article 7:408, paragraphs 1 and 2 of the Civil Code do not apply to the extent permitted by law.
14.3 MrWork has the right to terminate the Agreement in writing, without judicial intervention, if he/she stops the Media covered under this Agreement.
14.4 MrWork does not owe Customer a compensation or refund of the fees paid for none of the aforementioned termination possibilities.
14.5 Cancellation of any order or reservation by Customer is not possible, unless parties have explicitly agreed on the possibility of cancellation, and a period for that. Cancellation is only possible within the agreed period. In the event of timely cancellation by Customer, MrWork is obliged to return the compensation already paid to Customer.
15 Force Majeure
15.1 In the event MrWork is prevented by Force Majeure to carry out the Agreement, MrWork has the right, for the duration of the impediment, to suspend the Agreement, or terminate the Agreement insofar as these relate to the implementation of the relevant Publication, without giving rise to pay any compensation to the Customer. In such cases, MrWork is obliged to inform Customer as soon as possible of the impediment, and make known which of the options it will pursue.
15.2 Force majeure includes any shortcomings on the part of third parties engaged by MrWork, interruptions or failures of power and/or telecommunication facilities.
15.3 If the period of the force majeure under article 15.1 lasts longer than two (2) months, Customer is entitled to terminate the Agreement. MrWork is subsequently obliged to return, where relevant, the compensations already paid to Customer.
16 Liability and complaints
16.1 The liability of MrWork by virtue of breach of contract or wrongful act is at all times capped to the amount that Customer has paid MrWork under the relevant Agreement.
16.2 MrWork is never liable for any indirect damage, including consequential damage, lost profit, missed savings, reputational damage, damage due to business interruption and damage caused by data loss. Any other or further liability than mentioned in these General Terms and Conditions is explicitly excluded.
16.3 MrWork should be informed in writing of any complaints regarding the publishing of Publication(s) on Social Media within thirty (30) days after publishing the Publication. Complaints submitted after this period will not be processed.
16.4 If a Publication has not been published and/or visible in compliance with the agreements from this Agreement, Customer will only be entitled – at the discretion of MrWork – to republish the Publication, reduce price or payment of compensation, provided that
(a) the Publication must be reasonably deemed to meet its objective and
(b) the other provisions of these General Terms and Conditions show that the damage will be at the Customer’s risk.
17 Provision of data and confidentiality
17.1 Client guarantees that all data, including, but not exclusively banking data that is used for the execution of the contract with MrWork are communicated in full and will be current, complete and accurate.
17.2 Client will not share with third parties or make public in any way, shape or form the knowledge that is accumulated through this agreement. The previous sentence does not include situations in which making something public is necessary by law. As far as this is possible, the client will consult MrWork in how and in which way data and knowledge will be made public if this is necessary by law.
18.1 Customer guarantees that, in relationship to the Agreement, he/she acts fully in compliance with all applicable laws and regulations for the protection of personal data and unsolicited communication. Customer will not transfer any personal data to or make accessible from a country outside the European Economic Area. Customer indemnifies MrWork against any third party claims in connection with damage partly caused by non-compliance of such laws and regulations.
18.2 Customer must handle the (personal) data of third parties with due care, including the data of candidates Customer made available by means of Service(s). Customer may only use the data to approach relevant, potential candidates to occupy a concrete, existing and suitable vacancy. Any other or more extensive processing is not permitted. Customer will not store the data longer than necessary in the manner described above. When a candidate objects directly or indirectly to the use of Customer using his/her data, Customer will cease that use immediately and destroy the data. MrWork does not guarantee that the information referred to above is current, correct, complete and accurate. MrWork will not, in any way, be a contracting party under any employment or temporary employment contract between or with Contractor and a candidate.
18.3 Except to the extent that it is explicitly permitted under these General Terms and Conditions, Customer is not permitted to process or otherwise use (personal) data of third parties for which Customer is gaining access under or in connection with the Agreement, or which have been made publicly available by or in connection with the Media. Customer is, in particular, not permitted to
(a) use for transferring (unsolicited) communication and
(b) collect this (personal) data of third parties systematically or methodically arranged.
18.4 For infringement of the provision of article 16, the Customer will owe, without further reminder or other declaration in advance, an immediately payable penalty of EU 2,500 (two thousand five hundred Euro) per violation, whereby the use of (personal) data constitutes a separate violation. MrWork will be entitled to this penalty, without prejudice to all rights or claims by MrWork, including the right to compliance and the right to compensation in addition to the penalty.
19 Competent court and applicable law
19.1 All disputes arising from the Agreement concluded with MrWork will be exclusively settled by the competent court of Rotterdam.
19.2 Dutch law applies exclusively to these General Terms and Conditions, as well as quotations, offers, Orders, Order confirmations and Agreements between MrWork and Customer, and also the other activities and Services performed by MrWork within that framework.
3012 KC Rotterdam
(020) 89 46 351