General terms and conditions of purchase for cadac xperts freelancers
Article 1 Definitions
1.1 The following terms are used in this document:
a) "Cadac" means Cadac Group BV, registered in the Dutch Trade Register under number 29039048, or any of its affiliated companies.
b) "Agreement" refers to these general terms and conditions, together with the relevant quotations or order confirmations provided by Cadac or agreements concluded, in which the terms and conditions for the performance of services by the Freelancer for Cadac are included.
c) "Client" means any legal entity that places an order with a Freelancer from the Database via Cadac Xperts.
d) "Cadac Xperts" means the platform on the website […] for which the Client can create an Account to search the Database and contact Freelancers as part of the implementation of an ICT assignment.
e) "Account" means a digital profile that provides a Client or Freelancer access to Cadac Xperts and the Database using personal login details.
f) "Freelancer" means a natural person who works as a self-employed person and makes himself/herself available to perform ICT services for Clients and for that reason creates an Account on Cadac Xperts.
g) "Database" means the Freelancers database that makes Cadac accessible to Clients with an Account via Cadac Xperts.
Article 2 Applicability
2.1 These general terms and conditions apply to all offers and/or agreements made or entered into by Cadac with a Freelancer as well as to the execution thereof within the framework of Cadac Xperts.
2.2 These general terms and conditions apply, to the exclusion of the terms and conditions used by the Freelancer. Deviating terms and conditions are applicable only if and insofar as they have been explicitly agreed in writing between Cadac and the Freelancer for each individual agreement.
2.3 The Freelancer, once an agreement has been made to which these terms and conditions apply, agrees to the application of the terms and conditions to all further agreements, unless otherwise agreed in writing.
Article 3 Account and Agreement
3.1 The Agreement between the Freelancer and Cadac is concluded at the moment that the Freelancer creates an account on Cadac Xperts. The Agreement is of indefinite duration.
3.2 The Freelancer creates an Account by completing the registration form on Cadac Xperts completely and truthfully. The Freelancer guarantees that all data he/she enters is correct, complete and without reservation.
3.3 By creating an Account, the Freelancer entitles Cadac to check the correctness of the Freelancer's data. The Freelancer shall prove the accuracy of the data entered at Cadac's first request by providing documentary evidence, such as, but not limited to, copies of proof of identity and/or diplomas and certificates. However, Cadac is not obliged to investigate the correctness, completeness or reliability of the data provided to it and/or the information posted through the Freelancer's Account.
3.4 The Freelancer guarantees the correctness, completeness and reliability of the data and information provided to Cadac by or on behalf of the Freelancer.
3.5 If Cadac chooses to carry out a check as referred to in Article 3.3, an Account shall become final only after the Freelancer check has been successfully completed in the opinion of Cadac and shall then become visible on Cadac Xperts.
3.6 Cadac has the right at all times to refuse or delete an Account of the Freelancer without giving reasons. An Account shall in any case be deleted as soon as Cadac is of the opinion that it has been abused.
3.7 An Account on Cadac Xperts is personal and non-transferable.
3.8 The Freelancer shall indemnify Cadac against claims from Clients and/or third parties as a result of the provision of incorrect, misleading and/or incomplete information about the Freelancer on Cadac Xperts.
3.9 By creating an account, the Freelancer gives Cadac permission to publish the Freelancer's data on Cadac Xperts from the moment the account is created. The Freelancer's data is accessible to Clients. The Freelancer's data is visible to visitors of Cadac Xperts without an Account. The first name, location, expertise tags and a short summary of the Freelancer's profile are visible without an account.
3.10 Verbal commitments or agreements by or with its personnel are binding to Cadac only if they have been confirmed in writing.
3.11 Cadac has the right, at its own discretion, to engage one or more third parties for the execution of the Agreement.
3.12 These general terms and conditions apply in full to any amendments to the Agreement.
3.13 An Agreement can be terminated in writing at any time with due observance of a term of at least 1 month. Termination of the Agreement does not affect the assignments already given. These must be handled in accordance with the Agreement. Within 1 week after the end date of the Agreement, Cadac shall delete the Account and all of the Freelancer's data, as far as this data is not covered by a legal retention obligation. The Freelancer can also delete his/her data directly via "My account".
3.14 Any orders already placed can be cancelled or changed by Cadac up to 4 days prior to the start of the execution of an order. In the event of cancellation, Cadac shall not be liable for any compensation whatsoever.
3.15 If the Freelancer's Account has been inactive for 2 years, the Freelancer's Account shall be deleted by Cadac. The Freelancer's data shall be removed or stored in accordance with Article 3.13 of these general terms and conditions.
Article 4 Using Cadac Xperts
4.1 Cadac manages and maintains Cadac Xperts and ensures that Cadac Xperts is up-to-date at all times. Cadac develops new functionalities for Cadac Xperts. Freelancers can make their wishes known to Cadac.
4.2 Cadac strives for optimal use of Cadac Xperts for the Freelancer and other users. This requires that the use of Cadac Xperts and the Database up to user level be monitored and analysed. The Freelancer agrees to this.
4.3 The Freelancer must use his/her Account, Cadac Xperts and the Database only for the purpose for which they are intended, namely to find suitable assignments with Clients and then accept these suitable assignments via Cadac Xperts. The Freelancer shall refrain from improper use.
4.4 The Freelancer is in any case not allowed to use the Account, Cadac Xperts and/or the Database for:
a) (Commercial) purposes other than activities directly related to finding suitable assignments from Clients and then accepting these specific assignments via Cadac Xperts;
b) Posting and/or sending incorrect, incomplete and/or misleading information in general and in particular about the Freelancer himself/herself, third parties and/or the (possible) assignment;
c) Posting and/or sending information, documentation etc. in which illegal activities of any kind are discussed and/or promoted;
d) Carrying out any activity that takes up an unreasonable or extraordinary amount of any infrastructure of Cadac Xperts and/or the Database;
e) The automated retrieval and/or reuse of (substantial) parts of the contents of the Database (spidering, harvesting and exploiting) via Cadac Xperts or parts thereof, for example by means of a search program.
4.5 The Freelancer shall not perform any actions that impair the functionality of Cadac Xperts and/or the Database or that in any way limits or causes or may cause the Database to be accessible to third parties and/or no longer to be accessible to other users.
4.6 The Freelancer is obliged to report to Cadac any abuse by third parties that he/she finds or suspects.
4.7 Cadac Xperts is not liable for any damage resulting from the inaccessibility of Cadac Xperts and/or technical defects on Cadac Xperts. If, as a result of a malfunction on Cadac Xperts, incorrect information is available on Cadac Xperts or incorrect assignment requests are issued by the Client or accepted by the Freelancer, this cannot be attributed to Cadac.
Article 5 Cadac's role
5.1 The services offered by Cadac consist of:
a) Offering Cadac Xperts and the possibility for the Freelancer to be included in the Database of Freelancers on Cadac Xperts;
b) Facilitating the execution by the selected Freelancer(s) of the assignment agreed between the Client and the Freelancer.
5.2 The Freelancer communicates independently and directly with Client(s) about the work to be carried out within the framework of the assignment and therefore also independently agrees with the Client(s) the content of the assignment.
5.3 The Freelancer is free at all times to refuse an assignment from the Client.
5.4 Cadac does not prescribe the manner in which the Client performs its obligations in the context of the assignment.
5.5 Cadac is not an intermediary, seconded personnel or otherwise involved in any form of job placement.
Article 6 Intellectual property
6.1 All intellectual property rights relating to Cadac Xperts, the Database and the Services, including all intellectual property rights to and in (i) all technology and software incorporated or processed in or forming part of Cadac Xperts and (ii) the content on or a part of Cadac Xperts and all elements that form part of or are included in (or form a collection or composition of) any of the foregoing, and in respect of everything that Cadac develops, manufactures or provides, including advice and illustrations, are owned by Cadac.
6.2 The conclusion of an agreement with Cadac shall never give rise to any (joint) ownership or right of use with regard to the intellectual property rights referred to in Article 6.1.
6.3 The Freelancer shall not infringe the intellectual property rights of Cadac.
6.4 In case a dispute arises between Cadac and the Freelancer concerning intellectual property, Cadac is presumed to be the rightful owner, unless the Freelancer can prove otherwise.
6.5 Cadac has the right to use the name and logo of the Freelancer for marketing purposes in external communications and on social media.
Article 7 Payment
7.1 The Freelancer is entitled to the fee(s) determined for Cadac.
7.2 Payment of the order is via Cadac Xperts.
7.3 For the Services, the Freelancer owes a commission to Cadac equal to a percentage to be determined by Cadac of the total assignment price agreed between the Freelancer and the Client, excluding VAT and any travel and accommodation expenses.
7.4 Within 14 days after completion of the assignment, Cadac shall pay the assignment price received to the Freelancer less the commission.
7.5 If Cadac takes on additional Services without an explicit fee being stipulated in the Agreement, Cadac is entitled to charge a reasonable fee for this.
7.6 As long as the Client does not place an assignment with the Freelancer, the Freelancer does not have to pay any fee for the use of Cadac Xperts and the creation of an Account.
7.7 If in the future Cadac wants to charge the Freelancer for having an Account at Cadac Xperts, then the Freelancer shall be informed in good time. If the Freelancer does not agree with the increase in costs, the Freelancer shall be given the opportunity to terminate the agreement with Cadac and to delete the Account.
Article 8 Duration
8.1 The Freelancer guarantees that it shall provide the Services without delay or interruption. Non-timely delivery results in default on the part of the Freelancer without a notice of default being required.
8.2 If the Freelancer is unable to fulfil his/her contractual obligations under the Agreement (on time), then he/she must inform Cadac immediately in writing.
8.3 The Freelancer is liable to Cadac and obliged to pay compensation to Cadac if the Freelancer fails to fulfil his/her contractual obligations under the agreement (on time), without prejudice to Cadac's other rights.
Article 9 Compliance
9.1 The Freelancer shall comply with all national and international laws, rules, regulations and standards relating to the execution of the contract, including all applicable laws, rules and regulations.
Article 10 Delivery
10.1 The Freelancer must carry out the assignment accurately, in accordance with the Agreement.
10.2 The commissioning of work by a Cadac Client shall not be regarded as acceptance thereof. The Freelancer can never use a Client’s acceptance or use of Cadac as a defence against a claim of Cadac.
Article 11 Quality
11.1 The Freelancer guarantees that the assignment shall be carried out in accordance with and shall comply with all current laws and regulations. All costs incurred or to be incurred to comply with these regulations, and all fines and damages resulting from non-compliance with these regulations, shall always be borne by the Freelancer, even if these were initially borne by Cadac.
Article 12 Termination
12.1 Cadac has the right to terminate all or part of the agreement with immediate effect by means of a written statement and without notice and to remove the Freelancer's Account, if (i) the Freelancer does not properly fulfil one or more of his/her contractual obligations, or does not fulfil them in a timely manner; (ii) the Freelancer goes bankrupt, applies for a provisional or final suspension of payments or goes into liquidation of his/her business; (iii) all or part of the Freelancer's property is seized.
12.2 Upon termination of the Agreement by Cadac on the basis of this article, Cadac shall never be obliged to pay any compensation. The Freelancer shall indemnify Cadac against claims from third parties arising from or related to the termination, and is obliged to compensate Cadac for this.
Article 13 Force majeure
13.1 If Cadac is prevented from fulfilling the Agreement due to force majeure, it shall be entitled to suspend the performance of the Agreement. In that case, the Freelancer is not entitled to compensation for damage, costs or interest.
13.2 Force majeure is understood to mean, among other things: Extreme weather conditions, fire, flooding, accident, illness or striking of personnel, business interruption, stagnation in transport, power failure, cyber-terrorism or other types of cyber attacks, security incidents, corruption or loss of data, disruptive legal provisions and the late delivery of goods or services by third parties that have been engaged by Cadac.
13.3 In the event of a situation of force majeure, Cadac shall be entitled to terminate the Agreement for the part that cannot be performed by means of a written statement. If the force majeure situation lasts longer than 6 weeks, the Freelancer is also entitled to terminate the Agreement, by means of a written statement, for the part that cannot be performed.
Article 14 Outsourcing
14.1 The Freelancer is allowed to transfer the execution of an assignment in whole or in part or to outsource it to a third party, if this third party is at least in possession of the same diplomas, certificates, etc. as the Freelancer insofar as these are relevant to the assignment to be carried out.
14.2 The Freelancer's claims against Cadac are not transferable to third parties unless Cadac has given its prior written consent.
Article 15 Cadac Xperts availability
15.1 Cadac shall make every effort to keep Cadac Xperts and the Database available online. If Cadac Xperts and/or the Database cannot be used in whole or in part by the Freelancer, Cadac shall make every effort to ensure that Cadac Xperts and/or the Database are fully accessible to the Freelancer again within 1 day. If the problems cannot be resolved within 1 day, the Freelancer shall be informed by e-mail and (if possible) via Cadac Xperts.
15.2 Cadac makes no guarantees as to:
a) The functionality, compatibility with specific software browsers or performance of Cadac Xperts and/or the Database;
b) Finding suitable assignments and/or being able to enter into assignments.
Article 16 Liability and damages
16.1 The Freelancer is liable for all loss or damage, of whatever nature and regardless of how it occurs or is caused, that occurs at Cadac and/or third parties, including persons and legal persons who work with or for Cadac, in particular the Cadac Client, in connection with the execution of an assignment by the Freelancer or with acts or omissions on the part of the Freelancer, his/her subcontractors and/or suppliers. The Freelancer shall indemnify Cadac against claims from third parties, including Clients of Cadac, who suffer the aforementioned loss or damage.
16.2 Damage to the Freelancer's materials, and to those of his/her subcontractors or suppliers, both on the premises of Cadac's Client and elsewhere, as well as loss or damage caused by injury to a person, is at the expense and risk of the Freelancer.
16.3 The Freelancer is obliged to insure himself/herself against the above risks and losses with a reliable insurance company. The Freelancer is obliged to provide proof of such insurance when requested, and to keep Cadac informed of any changes.
Article 17 Protection of personal data
17.1 Cadac needs to process the Freelancer's personal data for the execution of the agreement. Cadac shall process this personal data only for the purpose of executing its agreement with the Freelancer and in accordance with the General Data Protection Regulation and other applicable privacy laws. For the way in which Cadac handles personal data within Cadac Xperts and the rights of Freelancer in this respect, Cadac refers to its privacy statement.
Article 18 Applicable law and competent court
18.1 The agreement(s) between Cadac and the Freelancer is governed by Dutch law.
18.2 All disputes between Cadac and the Freelancer shall be settled exclusively by the competent court in Limburg, Maastricht, the Netherlands. Notwithstanding this provision, Cadac also has the right at any time to submit a dispute or claim to the competent court of the place where the Freelancer is located or has his/her actual registered office.
Article 19 Final provisions
19.1 The nullity or voidability of any provision of these terms and conditions or of agreements to which these terms and conditions apply shall not affect the validity of the remaining provisions. Cadac and the Freelancer are obliged to replace provisions that are void or nullified by valid provisions with a meaning equivalent to that of the void or nullified provision to the extent possible.
19.2 The Dutch text shall be decisive in explaining and interpreting these general terms and conditions.
Cadac, version from January 2019