THE MAFFIA “MAFFIAMATCH” PLATFORM CONDITIONS (version11.12.2019)
The MaffiaMatch Platform enable the Users to acces the marketplace where principals (“Customers”) and contractors (“Freelancers”) can meet in the context of design and marketing. Through this marketplace, the Maffia provides its matchmaking-services (“Services”) and aims to facilitate working with the right Freelancer and to lower the threshold for the Customers to work with them. These current Maffia MaffiaMatch Platform Conditions (“MaffiaMatch Platform Conditions”) apply to the access and use of the online MaffiaMatch Platform (“MaffiaMatch Platform”) by the user, as identified in the User account (“User”) and the developer of the MaffiaMatch Platform and provider of the Services, the Maffia (“the Maffia”).
Article 1. The use and access of the MaffiaMatch Platform
- In order to provide you with our MaffiaMatch Platform, we work with social media partners and other third party suppliers. The general (license) terms and conditions with respect to software and/or hardware of these third party supplier’s and social media partners, as well as the third party supplier’s conditions regarding the maintenance services provided by the third party supplier, as amended from time to time, which the User hereby expressly accepts form an integral part of the present MaffiaMatch Platform Conditions. As such, we do not disclose your personal data to our social media partners, nor send you advertising, marketing or promotional messages through social media. We do, however, make use of the software of the third party supplier and social media to send or respond to the User in relation to the provided Services, such as send mission critical messages from notifications to confirmations and delivery alerts. We are not responsible for the use of your personal data by such social media service provider or third party supplier. In such case, the social media service provider and third party supplier will act as controller. For your information only, we have included the relevant links (these may be changed from time to time by the relevant service provider):
– Twilio API for WhatsApp
- Twilio: https://www.twilio.com/legal/privacy
- Whatsapp: https://www.whatsapp.com/legal?doc=privacy-policy&version=20160825
1.4. The Maffia may revise these MaffiaMatch Platform Conditions (including by way of additional terms or policies) at any time by giving a simple notice to you. If you continue to use the MaffiaMatch Platform following receipt of such notice, you will be deemed to have accepted our revision of our terms. If the User rejects the updated MaffiaMatch Platform Conditions, the MaffiaMatch Platform Conditions will be terminated at the end of the ongoing period and the User shall no longer be able to use the MaffiaMatch Platform and the Services from that moment onwards. Any damage caused as a result of the termination is beyond the responsibility of The Maffia.
Article 2 The registration of a User by creating an User account
2.1. To use and acces the Maffia Match Platform, the User needs to be registered by creating a User account. The User agrees and warrants that the information it provides, such as contact details, identification data and payment details, is accurate and truthful. The User is responsible for ensuring that this information is up-to-date at all times.
2.2. By uploading or sharing information on the MaffiaMatch Platfrom the User shall irrevocably transfer all intellectual property rights in relation to the information submitted on the MaffiaMatch Platform to the Maffia. This assignment shall be done worldwide, to the largest extent possible and shall include all current and future forms of exploitation.
2.3. By creating the User Account the Maffia grants the User a limited, non-exclusive, non-transferable licence to access and use the MaffiaMatch Platform and its Services, and allow the user to add a reasonable number of Employees (“Named Users”) to use the MaffiaMatch Platform and its content for its own internal business purposes.
2.4. The User account is personal, strictly confidential and it is prohibited to transfer it to a third party. Only known employees (“Named Users”) of the User may acces and use the MaffiaMatch Platform. Therefore, the User is responsible for maintaining the confidentiality of its password an account information, and is solely responsible for all activities that occur under its User account.
2.5. The User must immediately notify the Maffia of any unauthorised use of its password or its User account or any other breach of security. The Maffia will not be liable for any loss or damage whatsoever resulting from the disclosure of the Users’ username and/or password contrary to these MaffiaMatch Platform terms.
2.6. The decision to accept the registration is in our discretion and the Maffia may revoke a registration for a User account at any time. If the Maffia becomes aware of or suspects any unauthorized use or fraude, the Maffia may suspend the User account without any prior notice.
2.7. The User shall not infringe the Maffia’s or any third party’s intellectual property rights and may not reverse engineer, reproduce decompile, disassemble or otherwise attempt to derive or obtain any source code, structure, know how or ideas underlying in the MaffiaMatch Platform. Moreover, the extraction and/or reproduction of the entirety of the database of the Freelancers is explicitly prohibited and will be considered fraude.
2.8. The User aknownledges that is will use the MaffiaMatch Platform and Services only for its internal business and lawful purposes, and not for offering services to third parties (except as otherwise agreed in writing).
Article 3 About the services provided on the MaffiaMatch Platform and by the Maffia.
3.1. The MaffiaMatch Platform enable the Users to acces the marketplace where principals (“Customers”) and contractors (“Freelancers”) can meet in the context of design and marketing. Through this marketplace, the Maffia provides its matchmaking-services (“Services”) and aims to facilitate working with the right Freelancer and to lower the threshold for the Customers to work with them. Besides facilitating the communication between the User and the Freelancer, the Maffia will, in certain cases, also provide certain Services to the User, as set out further in the Specific Terms & Condition or as explicitly agreed otherwise in writing. he Maffia will enjoy complete freedom and independence in the performance of the Services.
- The MaffiaMatch Platform enables the Customers, amongst others, to search in a database of Freelancers, conduct an interview process and, subject to consent between the Customer and the Freelancer, to execute a consultancy agreement for the performance of services by the Freelancer. The Freelancer will deliver his services directly to the User, on an independent basis and not as a subcontractor, agent or employee of The Maffia.
- The MaffiaMatch Platform enables the Freelancers to search for vacancy’s and connect with and benefit from projects offered by the Customers. Just to be clear, the Maffia solely provides a matchmaking service and is not involved in the actual transaction between the User and the Freelancer. A more detailed description of the Services and the General Terms and Conditions is available at https://www.themaffia.be/2019/09/16/general-terms-conditions-for-the-services-of-the-maffia-a-k-a-the-maffia-family-rules/ . The Maffia may change the Services from time to time, subject to prior notice to the User.
- There is no hierarchical relationship between either The Maffia and the User or the User and Freelancer(s).
- To provide its Services, the Maffia is allowed to gain access to all communication between the User and the Freelancer as she sees fit. Furthermore, the User will provide The Maffia all relevant documentation and communication within 48hrs as requested by The Maffia.
Article 4 fees and subscribtion
- For the Customer, the use of the MaffiaMatch Platform
shall be free of charge. Where a candidate is introduced by The Maffia to a
Customer and that candidate is employed by either the Customer or an associated
party of the Customer then the agreed Fee as agreed upon in the Specific Terms
and Conditions will be payable by the Customer to The Maffia.
- For the Freelancer shall the use of the MaffiaMatch
Platform be subject to a yearly subscription fee (“Subscription Fee”) as soon
as he is hired by the Customer.
- Freelancer First Year Subscription Fee, an unlimited access of twelve (12) months starting from the point of hiring by the Customer is available for an annual subscription fee of 225,00 EUR.
- Freelancer Second Year Subscription Fee, after the First Year Subscription Fee an unlimited access of twelve (12) months is available, for an annual subscription fee of 195,00 EUR, if the Freelancer is hired within the twelve (12) months after the First Year Subscribtion.
- The Maffia reserves the right to apply an indexation of its prices every 1st of January in accordance with the following formula, based on the Agoria Index for Salaries (national average): New Price = Old Price * 0,2 + [0,8*(New Index / Old Index)]. In addition, The Maffia reserves the right to modify its prices at any time, subject to prior written notice to the User. In this case, the User shall have a period of one month to terminate the agreement without penalty or to change to a free subscription model. Otherwise, the user shall be deemed to have accepted the new rates.
- The Fees are non-refundable and must be paid within 30 days after invoicing. If the User fails to make any payment due by the due date for payment, then, without limiting our remedies, the User agrees to pay interest on the overdue amount at the rate of 8% per annum. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount.
- For the Freelancer shall the use of the MaffiaMatch Platform be subject to a yearly subscription fee (“Subscription Fee”) as soon as he is hired by the Customer.
Article 5 About the duration and termination
5.1. The MaffiaMatch Platform conditions come into effect on the date of the registration and creation of the User account and shall bind the User and the Maffia for successive periods of one (1) year, subject to a notice period of three (3) months prior to the expiry of the then running period. Either Party may terminate the collaboration at any time subject to 3 months’ notice by registered letter.The User may choose to prevent renewal or to swap to a different subscription model.
5.2. The Maffia may, at any time and for any reason and at its sole discretion: (a) change, suspend or terminate (temporarily or permanently) the MaffiaMatch Platform or any part or functionalities; or (b) restrict, suspend or terminate (in whole or in part) the User account, password, permission to access or use the MaffiaMatch Platfrom and/or remove and discard any content the User may have contributed to or gained from the use the MaffiaMatch Platform or the Services, all without any notice or liability to the User or any other person.
5.3. Without prejudice to its other rights, each party may, at its own discretion, rescind the collaboration and the use of the MaffiaMatch Platform and Services by operation of law, if the other Party commits a severe material breach of the MaffiaMatch Platform Conditions, provided that the other Party does not rectify this breach within fifteen (15) days after receipt of a written notice sent by registered mail explaining the nature of the breach and requesting the defaulting Party to correct or terminate the breach. Extension of the aforesaid period for remedy of the default will not be refused on unreasonable grounds if during the remedy period of thirty (30) calendar days the Party in default has commenced remedying the default and is making reasonable efforts to continue to do so.
5.4. Unless the collaboration is dissolved and/or terminated due to gross negligence of the Maffia, the active Services will expire in accordance with their agreed duration and the Services provided at that moment shall be compensated for and paid at the current fees or rates specified in the General Terms and Conditions.
5.5. Unless the collaboration is dissolved and/or terminated due to gross negligence of the Maffia, the User is obliged to export prior to the termination the input data he/she has entered at his own initiative. The Maffia is entitled to delete the input data in due course.
Article 6 – Confidential information
6.1. Confidential information is defined as all information of any form whatsoever (oral, written, graphic, electronic, etc.) exchanged between the Parties in the context of the MaffiaMatch Platform and these Services.
6.2. Each Party and its Named Users must keep confidential all confidential information received from the other Party in the performance of these Services. Additionally, the Parties may only use the confidential information for the purposes of this Agreement. The Parties may not disclose the confidential information to third parties without the consent of the other Party in writing. At a minimum, any information designated as confidential by one of the Parties will be considered as such.
6.3. The confidentiality obligation shall continue to exist for a period of three (3) years after shall survive the termination of the User account and/or the Services, regardless of the cause of the termination of the Agreement.
6.4. The following are not considered to be confidential information:
i. information obtained legally from a third party not bound by any confidentiality obligation or secrecy;
ii. information that a Party already knew before it was provided for the purposes of this Agreement;
iii. information a Party developed independently without violating this Agreement;
iv. information that came into the public domain without the doings or error of the Party receiving the information;
v. information that must be made public pursuant to a judicial or administrative decision.
6.5. The Maffia may also include the User in its customer list and use the User’s name and trademark for publicity purposes and PR activities.
Article 7 Non-Solicitation
7.1. The User agrees that it will not actively approach the (i) Freelancers as introduced, by means of, searched or found through te MaffiaMatch Platform or the Services or (ii) Employees of the Maffia (including its Freelancers) directly or indirectly involved in the provision of the Services with the intention of engaging these Employees/Freelancers, other than through The Maffia for the duration of the MaffiaMatch Platform Conditions and that this obligation commences as from the start of performance of the Services and continues until twelve (12) months after the end date of the Services and/or termination of the collaboration, whichever is later, excepting where agreed otherwise by the Parties in writing.
7.2. If the User contracts such an Employee/Freelancer or recruits or use the services of any such Employees/Freelancer, whether under an employment relationship, on an independent basis and/or through a company, the User shall pay to the Maffia an amount of 25.000 EUR. This sum shall be payable on the date on which the Employee/Freelancer is first engaged or on which the Employee/Freelancer’s services are first used.
Article 8 Protection of personal privacy (GDPR)
8.1. Each Party must at all times adhere to its respective obligations under applicable law in regards to the processing of personal data in connection with personal data that is to be processed pursuant to the MaffiaMatch Platform and the Services.
8.2. The User undertakes in such a case only to grant access to the personal data that are strictly necessary for the execution of the Services and/or the use of the MaffiaMatch Platform. The User undertakes to refrain from granting the Maffia access to personal data, except when the performance of the Services would be impossible without such access.
8.3. For the sake of clarity, the Parties acknowledge that the Maffia acts as the party responsible for the data processing, and the User acts as the controller of the personal data that must be stored, used or otherwise processed for the Services and use of the MaffiaMatch Platform, as these terms are defined in the legislation governing the processing of personal data. The extra measures that the Maffia must take or have taken in the context of these Services and providing of the MaffiaMatch Platform, in order to comply with the applicable legislation regarding the processing of personal data, are exclusively at the expense of the User.
8.4. The User declares that it has obtained all approvals necessary for the use and processing of the personal data transferred to the Maffia and/or the MaffiaMatch Platform for the purposes of the Services, and the User further warrants that the content, use and/or processing of the Personal Data is not wrongful and does not violate the rights of third parties.
Article 9. Availability of the Platform
9.1. To the maximum extent permitted by law, the MaffiaMatch Platform is provided on an “as is” basis without any warranties of any kind. The Maffia makes no representations, warranties or guarantees of any kind regarding the availability or operation of the MaffiaMatch Platform or that the MaffiaMatch Platform will be secure, uninterrupted or free of defects.
9.2. The Maffia shall use reasonable efforts to make the MaffiaMatch Platform available during business hours on business days, but the access of the User to the MaffiaMatch Platform may be suspended or restricted occasionally to allow for maintenance, repairs, upgrades, or the introduction of new facilities or services. The Maffia will always try to limit the frequency and duration of any planned disruption, but will not be liable to the User if for any reason the MaffiaMatch Platform is unavailable at any time or for any period.
Article 10. Responsibilities
10.1. The liability that the Maffia may incur is derived from a best effort obligation that in cases of claim must be appropriately demonstrated by the User.To the maximum extent permitted by law, the total liability of the Maffia based on attributable failure in the fulfilment of the Services or the MaffiaMatch Platform is limited to the lowest of the following amounts (i) the reimbursement of direct damages up to a maximum of the compensation owed by the User for the specific Services that gave rise to the damages (excluding VAT) or (ii) 500 EUROS.
10.2. Under no circumstances shall the Maffia be liable for indirect, incidental or consequential loss, including but not limited to financial or commercial losses, loss of profit, increase of general expenses.
Article 11 General provisions
11.1. The descriptive headings are for convenience only and shall not control or affect the meaning or construction of any provision of these MaffiaMatch Platform Conditions.
11.2. This latest version of the MaffiaMatch Platform Conditions replaces and supersedes all prior agreements related to this subject matter.
11.3. The nullity of any provision or part of a provision under this MaffiaMatch Platform Conditions will in no way affect the validity of the remaining portion of the provision or the rest of the provisions and clauses. By mutual agreement, the Parties will make every effort to replace the invalid clause with a valid one with the same, or largely the same, economic impact as the invalid clause had.
11.4. The rights or obligations arising from it may not be transferred in whole or in part without the express written consent of both Parties. Without prejudice to the foregoing, the Maffia is at all times authorised to transfer the rights or obligations derived from this, in whole or in part, to an affiliated company without requiring the explicit and written consent of the User.
11.5. A Party cannot be considered to have waived a right or claim under these MaffiaMatch Platform Conditions or relating to a default of the other Party excepting where this waiver is made explicitly and in writing.
11.6. No employment, joint venture or partnership shall exist between the User and The Maffia as a result of the MaffiaMatch Platform Conditions.
Article 12 Disputes
12.1 In the event of disputes concerning the implementation and/or interpretation of the present MaffiaMatch Platform Conditions which cannot be resolved amicably, only the Courts of Antwerp (division Antwerp) will be competent. Any claim of the User relating to the Services provided expires six (6) months after the date on which the User becomes aware or reasonably could have become aware of the damages-causing events giving rise to the claim.