General terms and conditions
Last update: February 2020
Welcome to MrWork B.V ("MrWork"). MrWork provides services in the field of online recruitment processes through social media, search engines and other online marketing (the "Services"). More information can be found via www.mrwork.io (the "Website").
These general terms and conditions (the "Terms and Conditions") apply to all offers, quotations, agreements and collaborations between MrWork and its clients ("Clients") regarding the services offered by MrWork ("Services"). MrWork offers its Services on the condition that the Client accepts these Terms and Conditions.
- MrWork: MrWork B.V., a private company with limited liability under Dutch law, having its registered office and principal place of business in Rotterdam at Haringvliet 100 3011 TH. MrWork is registered with the Chamber of Commerce under number 57298890. MrWork is also referred to as "we" and "us".
- Client: the natural person or legal entity using MrWork's Services and entering into an Agreement with MrWork, or negotiating with MrWork to enter into an Agreement. The Client is also referred to as "you".
- Assignment: any assignment agreed upon between Client and MrWork for the provision of the Services, in whatever form.
- Services: all of MrWork's work on online recruitment processes through social media, search engines and other online marketing.
- Agreement: the framework agreement concluded between MrWork and Client, including any amendment or supplement thereto (including the Order Form for new Assignments and extensions of Assignments), in which the Assignment is set out.
- Software: The Software contains the set of web pages, Software and databases that MrWork makes available to the Client in the Services context.
- Social Media: Social media networks including, but are not limited to, Facebook, Twitter, LinkedIn, Pinterest, Instagram and YouTube.
- Expressions: All expressions posted on Social Media at the request of the Client in connection with the Assignment, including, but not limited to, job postings, advertisements, company profiles, announcements and notices.
- Party(ies): MrWork and Client individually and jointly.
- Assignment Agreement First Phase: the assignment agreement for the period during which MrWork provides the Services to the Client if the Agreement has not yet been signed. This Assignment Agreement First Phase contains the main arrangements for the provision of the Services during this start-up period.
OFFERS AND QUOTATIONS
- All offers and quotations by MrWork are without obligation unless otherwise agreed.
- An offer or quotation is based on a specific request from the Client and only applies to the specific underlying Assignment. No rights may be derived from an offer or quotation for a future Assignment or Agreement.
- MrWork may assume in preparing the quotation that the data provided by the Client is correct.
CONCLUSION AND EXECUTION OF THE AGREEMENT
- The Agreement between MrWork and Client is established when MrWork and Client sign the Assignment Agreement First Phase or the Agreement or when MrWork executes the Assignment. It is decisive which of the three events occurs first.
- MrWork has the right to refuse assignments if MrWork considers the Assignment in question unsuitable or cannot perform it due to circumstances. MrWork will explain the reason for the refusal to the Client and, if possible, reach a solution in consultation with the Client.
- The Client must always submit or confirm requests for Assignments and follow-up instructions to MrWork in writing.
- The Client shall provide MrWork with all information required to perform the Assignment (the "Required Information") within a reasonable period of time (usually eight and a maximum of ten weeks) after the conclusion of the Agreement. The Required Information includes, but is not limited to, the content for Expressions, information and materials necessary for the performance of the Agreement.
- Suppose the Client does not provide the Required Information within the time period set out in Article 3.4. In that case, MrWork cannot execute the Assignment in accordance with the agreed strategy and budgets. In this case, MrWork may make a proposal for an adjusted Assignment (with a new strategy and new budgets) to ensure the quality of the execution of the Assignment. If the Client does not agree with the adjusted Assignment, MrWork may refuse the Assignment and terminate the Agreement.
- If the Assignment must be adjusted pursuant to Article 3.5, MrWork may charge the additional costs incurred up to and including the proposal to adjust the Assignment. MrWork will inform the Client of this in good time. MrWork may also charge these costs if the Client does not agree with the proposal to adjust the Assignment.
TERM AND TERMINATION OF AGREEMENT
- The Agreement between MrWork and Client commences on the date specified in the Agreement. If there is no such start date in the Agreement, the Agreement shall be deemed to have commenced on the date on which MrWork has actually carried out the Assignment.
- MrWork and Client enter into the Agreement for a fixed term. If MrWork and Client do not agree on a contract term in the Agreement, the Agreement shall be deemed to have been entered into for a term of six months, which shall be tacitly renewed for successive periods of six months after the expiry of this term.
- If the Agreement is limited by content or time, the completion of such content or time will automatically terminate the Agreement.
- The Client cannot cancel the Assignment, unless this possibility is explicitly included in the Agreement. In that case, cancellation is only possible within the agreed cancellation period. Upon timely cancellation, MrWork will refund to Client the fee already paid.
- A Party may suspend the Agreement if it is temporarily unable to perform its obligations due to circumstances (beyond its control or of which it was unaware).
- The parties may prematurely terminate the Agreement with immediate effect by means of written notification, without prior notice of default, judicial intervention or being obliged to pay any compensation, in the following cases:
-the other Party is bankrupt or in the suspension of payments;
-the other Party is dissolved or liquidated;
-the other Party is placed under guardianship or dies;
-the other Party can no longer freely dispose of its assets due to other circumstances.
- The Parties may immediately terminate or dissolve the Agreement, without any notice of default being necessary, if the other Party does not fulfil its obligations under the Agreement, in full or in time. In that case, that Party must pay or indemnify the other Party for damages.
- The Parties may terminate the Agreement in mutual consultation, taking into account a notice period of at least one month. This notice period may be deviated from if the Parties have mutually agreed on this.
- Assignments are carried out at the rates set out in the Agreement.
- Rates are exclusive of any expenses incurred by MrWork and exclusive of VAT and other government levies. Any expenses incurred by MrWork must be approved in writing by the Client in advance before they can be charged.
- The Client shall bear all costs related to the establishment of the Agreement.
CHANGE OF ASSIGNMENT
- MrWork is entitled to perform more work than mentioned in the Agreement and, if the Parties have agreed on this in advance, to charge for this work if necessary for the proper execution of the Assignment. MrWork shall inform the Client of this in good time and point out the (additional) costs involved in the (additional) work. If during the execution of the Assignment, it appears that for proper execution, it is necessary to substantially change or supplement the content of the Assignment, MrWork and Client shall do so in mutual consultation.
- If the Assignment changes, MrWork may increase or reduce the agreed price. MrWork shall, if possible, provide a price quotation thereof. The Client can accept or refuse the change in the Assignment and price. If the Client refuses the amendment of the Assignment, MrWork shall comply with the Assignment in accordance with the agreements in the Agreement.
- If MrWork carries out an Assignment for the Client, MrWork may also process personal data on behalf of the Client in the context of the Assignment. If this is the case, the Parties will enter into a processor agreement, whereby the Client acts as the controller and MrWork as the processor within the meaning of the GDPR.
INTELLECTUAL PROPERTY RIGHTS
- The Client warrants to be the exclusive owner of all intellectual property rights, such as (but not limited to) patents, patent applications, trademarks, trademark applications, service marks, trade names, copyrights, trade secrets, licences, domain names, know-how, proprietary rights and processes (the "Intellectual Property Rights") to all Expressions, materials and other information provided by Client under the Agreement.
- Client grants MrWork a worldwide, transferable, sublicensable, non-exclusive and royalty-free licence to use the materials and Expressions provided by Client in the context of the Agreement.
- MrWork is the exclusive owner of all Intellectual Property Rights to and in respect of the Services developed and/or used in the performance of the Agreement and all information made available by MrWork including, but not limited to: the Website, the Software, files and materials. MrWork is also the exclusive owner of all Intellectual Property Rights to and in respect of other services and information provided by MrWork.
- As long as Client meets all its obligations, MrWork grants Client a non-transferable, exclusive, non-sublicensable, royalty-free licence to use the information described under 9.3 that MrWork makes available in the context of the performance of the Agreement.
- If a Party does not or no longer complies with its obligations, the other Party may revoke the licence without notice of default being required. Parties are not allowed to use the Services and information for any other purpose than as agreed in the Agreement or otherwise in writing. Parties are expressly not permitted to disclose, modify, download, copy or otherwise reproduce any information made available by the other Party without the prior written consent of the other Party.
- Parties do not have to fulfil the obligations under the Agreement if there is force majeure. Force majeure occurs when a Party cannot meet its obligations due to one or more circumstances that cannot be attributed to the Party.
- The other Party may suspend the obligations under the Agreement during the period that the force majeure continues. If this period lasts longer than two (2) months, both Client and MrWork may dissolve the Agreement without being obliged to pay damages.
- If a Party has already fulfilled part of the obligations under the Agreement before the force majeure occurs and this part has independent value, a Party may send an invoice for the fulfilled part.
- MrWork and Client shall keep all Confidential Information exchanged by them in the context of the Agreement and negotiations confidential towards third parties. Information is considered confidential if it arises from the nature of the information or the information is explicitly designated as confidential by MrWork and/or Client ("Confidential Information"). Confidential Information shall mean in any case, but not exclusively, (i) the contents of this Agreement; (ii) all financial, commercial and operational information made available to MrWork by Client or any of its group companies; (iii) the Results; (iv) any information designated as confidential by Client or any of its group companies; (v) information which MrWork could reasonably know to be of a confidential nature. MrWork and Client shall not use or disclose the confidential information for any other purpose than necessary in the performance of the Agreement.
- MrWork and Client shall not be obliged to pay damages or compensation if they are legally obliged to disclose the Confidential Information and comply with this legal obligation. If MrWork is legally obliged to disclose any Confidential Information, MrWork shall not disclose more Confidential Information than is necessary to comply with the relevant legal obligation.
- During the term of this Agreement and for a period of three (3) years after the Agreement is terminated, MrWork will keep the Confidential Information of Client confidential and will not share it with third parties without Client's prior written consent.
- MrWork shall only be liable for damage to Client if such damage is exclusively the result of a shortcoming of MrWork. Compensation for lost profits is excluded.
- MrWork shall not be liable for any damage caused because MrWork – by performing the Agreement – has relied on incorrect or incomplete information or Expressions provided by the Client.
- MrWork strives to display the Expressions submitted by the Client on Social Media to the best of its ability. MrWork is not liable for any damage caused by any adjustments in the Expressions when posted.
- If MrWork is nevertheless liable for any reason, liability is in any case limited to an amount of 20% of the invoice price of the Agreement, whichever amount is lower.
- Nothing in these Terms and Conditions shall exclude or limit MrWork's liability where it cannot be excluded or limited under applicable law, such as in the case of wilful misconduct or gross negligence by MrWork.
- To the extent permitted by law, Client shall indemnify and hold MrWork indemnified in respect of all liabilities, damages, losses and costs (including settlement costs and reasonable attorneys' fees) arising from claims of third parties who suffer damage as a result of the performance of the Agreement unless the cause is attributable to MrWork or is at MrWork's risk.
- In the event that third parties sue MrWork, Client shall assist MrWork both extra-judicially and judicially and do everything that may be expected of them, unless the cause is attributable to MrWork or is at MrWork's risk.
- If MrWork does not enforce (parts of) these Terms and Conditions, this cannot be considered as consent or waiver of the right to enforce it at a later time or against another Client.
- The parties cannot assign their rights and obligations under these Terms and Conditions and the Agreement to third parties.
- The Parties may assign and/or transfer all rights and obligations in these Terms and Conditions in the event of a merger, acquisition or sale of assets, under the law or otherwise.
- MrWork has the right to amend these Terms and Conditions during the term of the agreement to which they apply. MrWork's basic principle is not to make drastic changes. MrWork will try to implement changes only due to, among other things, changes in its business operations, working methods, legislation, or regulations. In that case, MrWork will inform the Client in writing.
- Suppose any provision of these Terms and Conditions and/or the Agreement is found to be unlawful, void, voidable or otherwise unenforceable. In that case, this shall not affect the validity and enforceability of the remaining provisions of these Terms and Conditions and the Agreement. The unlawful, void, voidable or otherwise unenforceable part shall be (deemed to be) replaced by a valid and enforceable provision that comes as close as possible to the purpose and scope of the replaced provision.
- These Terms and Conditions, including any annexes and the Agreement, constitute the entire agreement between the Parties. Amendments to the Terms and Conditions are valid only if agreed in writing.
- If the Parties make changes and/or exceptions to these Terms and Conditions and/or Agreement by agreement, the Parties shall include these changes and/or exceptions in an annexe which forms part of these Terms and Conditions and Agreement.
APPLICABLE LAW AND COMPETENT COURT
- These Terms and Conditions and all Agreements between MrWork and Client shall be governed exclusively by Dutch law.
- Unless contrary to mandatory law, all disputes and claims arising from or in connection with these Terms and Conditions and/or Agreements shall be submitted exclusively to the competent court in Rotterdam.
QUESTIONS, COMMENTS AND SUGGESTIONS
- MrWork is committed to providing Clients with the best possible service. If you have a question, comment or suggestion, please get in touch with us using the contact details below. You can also use the contact form on our Website. We usually reply to messages within two (2) working days.
3011 TH Rotterdam
T: +31 (0)10 737 15 21
Chamber of Commerce number: 57298890
VAT number: NL852521480