THE MAFFIA “MAFFIAMATCH” PLATFORM CONDITIONS
1.1 The present The Maffia MaffiaMatch Platform Conditions (“MaffiaMatch Platform Conditions”) govern the access and use of the online MaffiaMatch Platform (“MaffiaMatch Platform”) developed and made available by (“The Maffia”).
1.2 The MaffiaMatch Platform Conditions constitute the binding agreement between The Maffia and any user, as identified in the user subscription form (“User”) in relation to the use of the MaffiaMatch Platform.
1.3 The Maffia and the User shall be referred to individually as the “Party” and collectively as the “Parties”.
1.4 The applicability of any terms and conditions of the User is hereby explicitly rejected.
1.6 The Maffia may, at its sole discretion, update the MaffiaMatch Platform Conditions from time to time and will provide prior written notice thereof. The User’s continued use of the MaffiaMatch Platform shall constitute acceptance of these amended MaffiaMatch Platform Conditions. 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.
2. DESCRIPTION OF THE SERVICES PROVIDED ON THE MAFFIAMATCH PLATFORM
2.1 The MaffiaMatch Platform enable the Users to acces the marketplace where Customers and Freelancers can meet in the context of design and marketing. Through this marketplace, The Maffia provides its Services and aims to facilitate working with the right Freelancer and to lower the threshold for the Customers to work with them.
2.2 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 shall never act as a subcontractor for The Maffia.
2.3 The MaffiaMatch Platform enables the Freelancers to search for vacancy’s and connect with and benefit from projects offered by the Customers.
2.4 A more detailed description of the Services and the General Terms and Conditions is available at http://www.themaffia.be/2019/09/13/general-terms-conditions-for-the-services-of-the-maffia-a-k-a-the-maffia-family-rules/(opens in a new tab)
2.5 The Maffia may change the Services from time to time, subject to prior written notice to the User.
3. USE OF THE MAFFIAMATCH PLATFORM
3.1 Subject to the User’s consent to the MaffiaMatch Platform Conditions, The Maffia grants the User a limited, non-exclusive, non-transferable licence to access and use the MaffiaMatch Platform and its content for its own internal business purposes.
3.2 The User shall not be entitled to reproduce the content of the MaffiaMatch Platform in whole or in part, other than for its own internal business purposes. The Parties agree that the extraction and/or reproduction of the entirety of the database of Freelancers shall not be permitted.
3.3 The rights related to the MaffiaMatch Platform and its content shall remain the property of The Maffia and/or its licensors. The MaffiaMatch Platform Conditions do not give the User any rights in or related to the MaffiaMatch Platform except for the limited licence granted in article 3.1.
3.4 The User agrees to use the MaffiaMatch Platform and the Services only for its own internal business purposes and not to use the MaffiaMatch Platform and the Services, without being exhaustive, for:
- 3.4.1 any unlawful purposes;
- 3.4.2 purposes of offering services to third parties, except if agreed otherwise in writing by The Maffia;
- 3.4.3 or his own recruitment agency.
3.5 The User agrees not to infringe The Maffia’s or any third party’s intellectual property rights.
3.6 The User shall irrevocably transfer all intellectual property rights in relation to the information submitted on the MaffiaMatch Platform. This assignment shall be done worldwide, to the largest extent possible and shall include all current and future forms of exploitation.
4. ACTIVATION AND USE OF THE USER ACCOUNT
4.1 The access to and use of the MaffiaMatch Platform and therefore the access to and use of the Services require the creation of a User account.
4.2 In order for The Maffia to activate the User account, the User is required to provide The Maffia with certain information such as identification data, contact details and payment details.
4.3 The User warrants that all the information provided to The Maffia is accurate and up-to-date. The User agrees to keep this information up-to-date at all times.
4.4 The User account is personal, strictly confidential and cannot be transferred to a third party
4.5 The User may designate one or more employees and/or self-employed staff that require access to the User account on behalf of the User, in accordance with a strict “need-to-know” principle. The User is responsible for the use that is made of the User account and of the MaffiaMatch Platform by its employees and/or self-employed staff.
4.6 The User is responsible for maintaining the confidentiality of the identification details and password(s) associated with the User account and shall instruct its employees and/or self-employed staff accordingly.
4.7 The User shall be solely responsible for all activities that occur under the User account and agrees to notify The Maffia immediately if it becomes aware or if it suspects any unauthorized use of the User account.
4.8 The Maffia may by written notice suspend the User account if The Maffia becomes aware of or suspects any unauthorized use of it.
5. CONTRACTING THROUGH THE MAFFIAMATCH PLATFORM
5.1 The MaffiaMatch Platform enables the User to use the services of one or more Freelancers through The Maffia (“Services”). For the avoidance of doubt, The Maffia solely provides a matchmaking service and is not involved in the actual transaction between the User and the Freelancer.
5.2 The Maffia is allowed to gain access to all communication between the User and the Freelancer as she sees fit. The User will provide The Maffia all relevant documentation and communication within 48hrs as requested by The Maffia.
5.3 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.
5.4 The Consultancy Services shall not be provided by The Maffia.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 unless explicitly agreed otherwise in writing
5.5 The Maffia will enjoy complete freedom and independence in the performance of the Contract. There is no hierarchical relationship between either The Maffia and the User or the User and Freelancer(s).
6. FINANCIAL CONDITIONS
6.1 The use of the MaffiaMatch Platform shall be free of charge for the Customer. 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.
6.2 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.
- 6.2.1 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.
- 6.2.2 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.
6.3 The Maffia reserves the right to apply an indexation of its prices every January 1 in accordance with the following formula: New Price = Old Price * 0,2 + [0,8*(New Index / Old Index)], whereby the index shall be the Agoria Index for Salaries (national average).
6.4 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.
6.5 Fees are payable in advance within 30 days following receipt of the invoice from The Maffia.
6.6 All fees are exclusive of all applicable taxes.
6.7 All fees paid are final and non-refundable.
7. DURATION AND TERMINATION OF THE MAFFIAMATCH PLATFORM CONDITIONS – CONSEQUENCES OF TERMINATION
7.1 Following the registration to the use of the MaffiaMatch Platform by the User, the MaffiaMatch Platform Conditions shall bind the User and The Maffia for a successive periods of one (1) years, subject to a notice period of three (3) months prior to the expiry of the then running period. The User may choose to prevent renewal or to swap to a different subscription model.
7.2 Each Party has the right to terminate the MaffiaMatch Platform Conditions without judicial intervention in whole or in part, by registered letter and with immediate effect, if the other Party commits a 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.
7.3 Termination of the MaffiaMatch Platform Conditions shall not automatically lead to the termination of the ongoing Services by The Maffia. If the MaffiaMatch Platform Conditions are terminated, (a) no new Services may be executed and no active Services may be renewed or prolonged and (b) if there are active Services, they will expire in accordance with their agreed duration.
8.1 The Maffia shall use reasonable efforts to make the MaffiaMatch Platform available during business hours on business days.
8.2 The User accepts the MaffiaMatch Platform “as is”, with any faults or failings and without any representation, warranty or guarantee whatsoever, express or implied, including without limitation any implied warranty of accuracy, completeness, quality, merchantability, fitness for a particular purpose or non-infringement, to the largest extent permitted by applicable law.
8.3 The Maffia does not warrant that the use of the MaffiaMatch Platform will be uninterrupted or free of error.
8.4 The Maffia shall use reasonable endeavours to correct any non-conformance without undue delay or provide the User with alternative means of using the MaffiaMatch Platform. Such correction or substitution shall constitute the User’s sole and exclusive remedy.
8.5 The Maffia warrants that it has all necessary licences, consents and permissions for the exploitation of the MaffiaMatch Platform.
9. LIABILITY AND INDEMNITY
9.1 The Maffia shall not be liable for indirect or consequential damages, such as (but not limited to) loss of revenue, loss of profit, loss of opportunity, and loss or corruption of data.
9.2 To the maximum extent permitted by law, the liability of The Maffia for any loss or direct damage in relation to the MaffiaMatch Platform, shall be 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) 5.00 EUROS.
9.3 The liability of The Maffia and the User in the context of the performance of the Consultancy Services shall be governed solely by the Consultancy Agreement.
10.1 Confidential Information shall be all information that must, due to its nature or the manner of its disclosure, reasonably be deemed as being confidential (even if it has not been marked as such).
10.2 The Parties shall use Confidential Information only for the purpose for which it was disclosed.
10.3 The Parties undertake that they shall not disclose, divulge or communicate to any third party, except to its employees, agents or sub-contractors to whom it is necessary to divulge it, any Confidential Information, which may have (or may in the future) come to their knowledge.
10.4 The Parties may only disclose the Confidential Information that they are required to disclose by a court order or a statutory obligation provided that the User notifies The Maffia of it as soon as possible. The disclosure shall be limited to the greatest extent possible.
10.5 This clause shall survive the termination of the MaffiaMatch Platform Conditions for a period of seven (7) years.
11. PRIVACY AND SECURITY
11.1 The Maffia shall take all reasonable measures to ensure the security of the MaffiaMatch Platform and the information it contains, including the security of the User’s information.
11.2 The processing of personal data shall be governed solely by:
- 11.2.1 The Maffia’s privacy statement, for personal data The Maffia processes as controller in the context of the operation of the MaffiaMatch Platform;
- 11.2.2 The Consultancy Agreement, for personal data The Maffia processes as processor on behalf of the User in the context of the performance of Consultancy Services.
12.1 The User agree not to hire, as employee or self-employed Freelancer, directly or indirectly, any employee or self-employed Freelancer of the User and/or introduced by means of, searched or reviewed through the MaffiaMatch Platform other than through The Maffia for the duration of the MaffiaMatch Platform Conditions and a period of one (1) year after the termination of these MaffiaMatch Platform Conditions.
12.2 Following the engagement of a Freelancer by means of a Work Order, the possibilities for the User to engage the Freelancer identified in such Work Order will be governed by the Consultancy Agreement.
12.3 The User agrees to pay a lump-sum compensation equal to 25.000 EUR for each breach of this clause 12.
13.1 The MaffiaMatch Platform Conditions contain the entire agreement between the Parties with respect to its subject matter and replaces and supersedes all prior agreements related to this subject matter. Any deviation from this agreement must be in writing and approved by both Parties.
13.2 The validity of the MaffiaMatch Platform Conditions shall not be affected by the invalidity or nullity of one or more of its clauses. The Parties undertake to replace the invalid provision with a valid provision that resorts, as much as possible, the economic effect of the invalid clause.
13.3 The non-assertion of a right or the non-application of a sanction by one of the Parties does not constitute a waiver of its rights.
13.4 Titles are purely informative and should not be used for interpretation.
13.5 Emploqo may assign or transfer, in whole or in part, its rights and obligations under the MaffiaMatch Platform Conditions without the prior consent of the User. The User may not assign or transfer, in whole or in part, its rights and obligations under the MaffiaMatch Platform Conditions without Emploqo’s prior written consent.
13.6 No joint venture, partnership, or employment shall exist between the User and The Maffia as a result of the MaffiaMatch Platform Conditions.
13.7 The Maffia may, without prior authorization of the User, designate sub-contractors for the performance of the Services, provided however that The Maffia shall remain fully liable for the performance of the Services by these sub-contractors.
13.8 The Maffia shall be entitled to use the name and logo of the User as reference on the MaffiaMatch Platform and in its commercial communication.
14. APPLICABLE LAW AND COMPETENT JURISDICTION
14.1 The MaffiaMatch Platform Conditions are governed solely by Belgian law.
14.2 Any dispute arising out of or in connection with the MaffiaMatch Platform Conditions shall be submitted to the exclusive jurisdiction of the courts of Antwerp (Belgium).