Purchase Conditions Contentoo B.V. for freelancers

These are the purchase conditions of Contentoo B.V., which apply to our content and advisory service providers.

Who are we?

We are Contentoo B.V., a Dutch company established in Amsterdam and registered with the Chamber of Commerce under number 66406234. We supply products and services in the field of ‘content’ to our business customers, both at home and abroad; these may be written texts, and translations of texts, but also include other media productions and consultancy services in the field of content and communication. We do not create this content, neither do we create these media productions and consultancy services. Rather, they are created by freelancers who we hire, and who work together with us and our customers in order to deliver what those customers need. Working together with ‘the best person for the job’ is our philosophy – regardless of where they are located. In this way, we unlock freelance talent for (international) companies and provide a platform where they can work together.

Who are you?

You are a freelancer working in the field of content and media; a copywriter for example, a translator, content marketing strategist, SEO specialist or growth marketer. You are good at your profession, and you are open to challenging assignments for great clients. You want to collaborate with us and our customers in order to deliver the best possible products or services, through our platform and under our direction. You want to do this on the basis of good and professional agreements, which relieve you of all ‘hassle’ and commercial worries.

It is important to note that we only conduct business with registered business parties; indeed we are obligated to do so. This means that you are a registered company, not a private individual who wants to take on an ‘odd job’. You must therefore meet all requirements that apply to registration and recognition as a company; these requirements differ per country and this responsibility (and liability) lies with you. By accepting these conditions you confirm that you are indeed a registered company and that you meet all the necessary registration requirements. We may request proof of this. 

Why these conditions?

In general, our customers are medium and large-sized (international) companies. They place high demands both on the parties they work with and on Contentoo B.V.. Not only do they demand high-quality products and services, but they also set requirements in other areas, such as professionalism, meeting deadlines, confidentiality, data privacy, intellectual property rights, payment terms and guarantees; we commit ourselves to meeting these customer demands. This means that we have to make agreements with our suppliers in order to meet these demands. We also need to make additional agreements to enable our organization to function optimally and to ensure we can perform our ‘connecting and directing function’ as well as possible, which is ultimately also in your own best interests.

1. Definitions
   
   The following terms are used in these Purchase Conditions, which are understood to mean:

• Contentoo (also “we” or “us”): the private company with limited liability Contentoo B.V., having its registered office in Amsterdam and registered with the Amsterdam Chamber of Commerce under number 66406234.

• Content Product: the product(s) to be created and delivered by the Freelancer via Contentoo for an End Client in the area of text, image and/or sound.
• End Client: the organization that has reached an agreement with Contentoo for the delivery of a Product or Service. In other words, Contentoo’s customer.
• Service: the service(s) to be provided by the Freelancer to End Clients via Contentoo, including advisory services for solutions and products in the field of text or other areas of creative and business services.
• Freelancer (also “you”): a third party to be engaged by Contentoo for the full or partial execution of an Assignment, being a business service provider (freelancer, self-employed individual, company) active in the field of, for example, the creation of Content Products and/or advisory services relating to these. In other words, you.
• Purchase Conditions (also “these Terms”): these Terms of Purchase of Contentoo B.V.
• Intellectual Property Rights: all rights to ideas and designs and related rights. These include copyrights, design rights, trademark rights, trade name rights and patent rights.
• Assignment: the Products and/or Services to be delivered by the Freelancer via Contentoo to an End Client.
• Agreement: the agreement between Contentoo and the Freelancer that comes into being each time the Freelancer accepts an Assignment offered by Contentoo.
• Parties: Contentoo and the Freelancer jointly, so we and you together.
• Product: the product(s) to be delivered by the Freelancer to an End Client via Contentoo, including Content Products.

Confidential Information: information that the Parties have provided to each other and upon which the provider has imposed confidentiality, or of which the recipient should reasonably be aware of its confidential nature.

The above definitions are used in these terms and conditions in both the singular and the plural. For the sake of readability, the definitions as used below are not capitalized.

2. Applicability

These terms and conditions apply to all products and services that you deliver to us. These terms and conditions apply exclusively, i.e. in addition to those regulations laid down by Dutch law; they are the only terms and conditions that apply to our relationship. Deviation from these terms and conditions are only valid if we have expressly agreed to such deviation with you, in writing.

3. Agreement

If we ask you to carry out an assignment for us and you accept that assignment, an agreement comes into being for the delivery of that product or service. That agreement ends as soon as you have carried out and completed the assignment. An order is considered executed and completed if you have delivered the agreed product or service in accordance with the agreements reached in this regard, and if the product or service has been accepted by both ourselves and our end client. Agreements within these terms and conditions that, by their nature, are intended to continue to apply after the end of an agreement, will remain in full force after the termination of the agreement.

4. Execution of the assignment

Our end clients have explicitly agreed that we execute an assignment on their behalf, and that it will be carried out in whole or in part by third parties (freelancers). They have committed themselves to us to contribute optimally to the execution of that assignment by a freelancer engaged by us. At the same time, we have committed ourselves to our end clients to exercise the utmost care when engaging freelancers.

You will carry out an assignment to the best of your knowledge and ability, in line with generally accepted professional standards. An agreement that has been reached between Contentoo and the freelancer has the character of a ‘best efforts obligation’ unless – in the formulation of the assignment by us or the end client – a result with sufficient specificity has been explicitly described, and you are thereby committed to this result by accepting that assignment. 

The delivery times that are specified in the assignment are binding for you, on the understanding that both ourselves and our end clients recognize and accept that the turnaround time of an assignment depends on various factors and circumstances, some of which are outside your sphere of influence. In that sense, delivery times are not always regarded as strict deadlines unless we have expressly agreed so in a particular assignment. In the event of being unlikely to (imminently) meet a deadline, you will consult with us as soon as possible and take appropriate measures to prevent or limit this as far as possible.

5. Using the platform

We have developed a software platform that the end client can use to communicate with us and with you and to collaborate on the execution of the assignment; you are obliged to use this platform. We will provide you with access to the platform, and adequately communicate our expectations and instructions to you regarding its use. If you encounter any difficulties using the platform, please contact us immediately.

6. Accepting products or services

Products and services that you have delivered will be deemed to have been accepted by our end client (and therefore by us) if the final client has not, within 15 days of delivering the product or service, confirmed the contrary in detail, in writing. If the end client does not accept what you have delivered, you are obligated to adjust or replace the product or service within a reasonable period. If the end client again does not accept the product or service, the parties will go through the acceptance procedure again until there is acceptance by the end client.

A product or service is also considered to be accepted by the final client if, and as soon as it has been, used in whole or in part by the end client. A full or partial publication of a content product supplied by you to the end client is, in all cases, deemed to be ‘use’.

7. Prices

We agree a rate with you for each individual assignment. This may be a rate per word, a rate for the entire assignment or a rate based on other criteria. Accepting an assignment that has been offered to you as freelancer means that you accept the communicated rate.

8. Invoicing

At the end of each month, you will invoice us for everything you have delivered in that month. You do this by drawing up an invoice that meets both the relevant legal requirements and requirements as set by us. Therefore, in principle, we receive one invoice per month from you, provided of course that you have delivered products or services to us in that month. You submit your invoice by e-mail to the e-mail address: finance@contentoo.com. The following will be stated on your invoice:

Your general information:

• Company name
• Business address including email address
• The reference under which your company is registered (in the Netherlands this is the Chamber of Commerce number)
• Your bank account details (a minimum of your account number and name)
• Your VAT number. If you are exempt from VAT, you must state this explicitly and briefly explain the background or justification for the exemption

Our general information:

• You address your invoice to Contentoo B.V. and state our full address details
• If you are sending your invoice from an EU country outside the Netherlands, please also state our VAT number (NL856538322B01).

Other information:

• Date of invoice
• Invoice number (this must be different from earlier sent invoices)
• Period (month) to which the invoice relates (during which the product or service was delivered
• Per assignment, the amount charged for that assignment excluding VAT, as well as the project code attached to that assignmen
• The total amount excluding VAT
• The percentage and amount of VAT
• The total amount including VAT
• The payment term (in principle 30 days)

You provide us with an itemized invoice, in which the associated project code is stated for each item charged. This project code is assigned per assignment, and you can find it on the platform. The project code is very important for us, both on the invoice and in all communication around projects; it is the unique identifier of an assignment to which all agreements regarding that assignment are linked.

We ask you to invoice us each month for the work you carry out. In this way we are able to retain an overview of both the costs and all other information we need to prepare the invoices we send to the end client. It may be necessary in exceptional cases to invoice for work delivered in a previous month. If that is the case, please provide explicit details on the invoice, including the project code and the month during which the assignment was carried out. 

9. Payment

We maintain a standard payment term of 30 days. However:

1. This period of 30 days starts on the last day of the month in which the assignment was delivered, i.e. an invoice sent before the last day of the month will not result in earlier payment.
2. If you invoice us after the last day of the month in which the assignment was delivered, the 30-day period will count from the moment of your (later) sending date of the invoice. Please note that above all we like to see timely invoicing.

We may, in exceptional cases, agree a longer payment term with you – per assignment or per end client. This may occur if we have to accept a longer payment term from the end client. We will then clearly communicate these deviating payment conditions to you when offering you the assignment. If you carry out assignments for which different payment terms apply during any month, you must invoice us for these in separate invoices.

10. Consequences of non-acceptance on invoicing and payment

If it is clear prior to invoicing that the product or service you delivered has not been accepted by us or by our end client, you may not (yet) charge us for that product or service. This can only be done at the end of the month in which the product or service (in modified or replacement form) has been accepted. If, after receiving your invoice, it appears that a product or service you have delivered has not been accepted, we can either suspend payment until the (adjusted or replacement) version has been accepted or ask you to provide us with a credit invoice to replace the non-accepted product or service. If the (adjusted or replacement) version is subsequently accepted, you can charge it again as part of your invoice for the month in which it was accepted.

11. Confidentiality

Both we and our end client will provide you with the information that is necessary – or can reasonably be deemed necessary – for the execution of an assignment. This can (and often will) be information that is classified as confidential at that time. You will treat as strictly confidential all information you obtain from us or our end client, in whatever form, and for which you are subject to confidentiality. This also applies to information for which no explicit confidentiality has been imposed, but of which you can be reasonably expected to be aware of its confidential nature.

You will only use confidential information for the purposes for which it was provided, i.e. for the execution of the assignment and the further fulfilment of the agreement reached between you and Contentoo in the context of said assignment. The obligation to maintain confidentiality of information does not apply if, as recipient, you can demonstrate that this information:

• was already, or has become, publicly known other than by revelation by you;
• has been lawfully received from a third party together with the right to disclose it free of any obligation of confidentiality;
• is required by law or regulation or in accordance with a court order;
• has been made public with the approval of the disclosing party.

You will take the utmost care (and ensure) proper and secure storage and transmission of confidential information. You will apply generally accepted standards and techniques for ‘security’.

12. Processing of personal data

When executing assignments, you will come into direct contact with our customer(s) and work with them for the purpose of executing the assignment. This requires us to make your name and contact details available to the relevant customer(s). Of course, we also need these details for the purpose of communicating with you. Specifically, this concerns the following personal data: your name, your email address and your telephone number. 

The data mentioned can be formally qualified as ‘personal data’ in the sense of the General Data Protection Regulation (the GDPR). We are then considered the ‘processor’ of such personal data, as we store it and provide it on your behalf to the customer(s) with whom you will work on assignments. We will process the personal data only in the above-mentioned manner and for the above-mentioned purpose, to which you provide consent. We will not do anything else with these data. Within the context of the GDPR, you are considered ‘responsible’ and therefore determine, among other things, the purpose of the provision of such data, as well as having the right to inspect, change or delete it. And you can withdraw your consent to processing at any time. 

We will store and process the personal data concerned exclusively within the European Union. We take appropriate technical and organisational measures to adequately secure the personal data against loss or against unlawful processing.

13. Intellectual property rights

All intellectual property rights vested in documents or materials that the customer hands over to you as part of an assignment remain the property of that customer at all times. We have agreed with our customers that you will be given permission by which ‘a licence will be granted’, to use the materials provided exclusively for the execution of the assignment.

When and as soon as the customer has accepted a content product that you have delivered, you transfer to us the worldwide copyright on the delivered content product, the transfer of which we accept. This transfer is unlimited and includes all rights and powers attached to the transferred copyright with regard to all current and future forms of exploitation of the content product. You also irrevocably waive any personal rights to which you are entitled in connection with the supplied content product, to the extent that the law, regulations or rules permit such a waiver.

If the aforementioned transfer is not made or not made in full for any reason, you grant us a perpetual, worldwide, royalty-free, irrevocable, exclusive licence with regard to the relevant content product to exploit or exercise all rights and powers associated with the copyright on the content product. This licence also includes the right for us to grant sublicences to third parties.

If any further action is required by you or appears to be necessary at any time to transfer the aforementioned rights, you shall co-operate with us in such action upon our first request.

14. Relationship clause

We provide you with the opportunity to engage in direct contact with our end clients, to work closely with them and to build a relationship with them. However, we want to ensure that you do not work directly or indirectly for them in the near future without our intervention. You are therefore not permitted, without our express permission, to enter into a direct or indirect business relationship with an end client without our involvement, for a period of two years after the last assignment you carried out for that end client through Contentoo. A ‘direct business relationship’ includes an employment relationship.

In the event of a direct or indirect supplier-customer relationship being established between you and an end client (within the aforementioned two-year period), without our consent, we are entitled to financial compensation from you. This compensation is 35% of the total amount for which you have invoiced in the context of that relationship during a period of three years after establishing that direct or indirect relationship. You are also obliged to provide us with full insight into and proof of this amount invoiced. Otherwise, we reserve the right to claim full compensation (100% of the total amount for which you have invoiced in the context of that relationship during a period of three years after establishing that direct or indirect relationship, if we suffer damage that exceeds the aforementioned 35%) from you.

In the event of an employment relationship being established between you and an end client (within the aforementioned two-year period), we are entitled to one-off financial compensation from you of € 20,000 excluding VAT. We hereby also reserve the right to claim full compensation from you.

15. Liability

As a contractor, you are liable to us, as client, for any ‘accountable shortcomings’ in the fulfilment of your obligations under the agreement between us. If we believe that you are accountable to us, we will (ultimately) give you notice of default in writing or by e-mail. In doing so, we will provide as complete and detailed as possible a description of the alleged shortcoming, so that you are able to respond adequately. We will give you a reasonable term to resolve or rectify the shortcoming, unless it concerns a permanent accountable shortcoming, which can, as such, no longer be put right or resolved.

If you are still in default after the stated term, you will be liable to us for the damage we suffer as a result of your shortcoming. However, your liability is limited to the direct damage that we suffer as a result of this shortcoming, and therefore does not apply to ‘indirect damage’ (such as consequential damage, loss of profit or turnover). If we do not report damage to you in writing or by e-mail within three months after it has occurred, our claim for compensation for that damage will lapse. There is no question of accountable shortcomings in the fulfilment of our agreement in the event of a force majeure.

16. Other

If and insofar as the definition of any of these terms and conditions is declared null and void or is destroyed, the other definitions of these terms and conditions will remain in full force and effect. We will then, in consultation, determine a new definition to replace the void/nullified definition, whereby the purport of the void/nullified definition will be taken into account as much as possible.

We reserve the right to unilaterally supplement and/or change our purchase conditions at any time. When and if we do so, we will make a new version of these terms available to you. These new terms and conditions will then apply to any assignment that you subsequently accept from us.

17. Applicable law and competent jurisdiction

These purchase conditions are governed exclusively by Dutch law. Disputes that arise between you and us in the context of or in connection with the agreement will be submitted exclusively to the competent jurisdiction of Amsterdam.