Updated: 09 November 2021

Chapter 1. General

Article 1. Definitions

In these general terms and conditions, the following terms shall have the following meanings:

1. Marketing as a service B.V.: defined in article 2 of these general terms and conditions, hereinafter referred to as: HelloMaaS;
2. HelloMaaS: the trade name of Marketing as a Service B.V.;
3. Other Party: the Client or Freelancer that uses the HelloMaaS Platform to offer marketing Services or find a suitable Freelancer;
4. Client: the (legal) person who enters into an agreement with the Freelancer by means of the Platform;
5. Freelancer: the (legal) person who offers his/her Services to Clients through the Platform;
6. Agreement: any Agreement between HelloMaaS and the Other Party for the provision of Services by HelloMaaS to the Other Party;
7. Parties: the Other Party and HelloMaaS together;
8. In Writing: by e-mail or by post;
9. Third Party(ies): other natural or legal persons who are not part of this Agreement;
10. Platform: the HelloMaaS online platform where Freelancers offer their Services and Clients can search for a suitable Freelancer. The Platform may enable the Client to obtain advice, consultancy Services and the execution of marketing work directly from independent Freelancers;
11. Services: the provision of the Platform by HelloMaaS to the Other Party and the matching of Freelancers to Clients;
12. Marketing Services: the Services, including but not limited to the provision of marketing plans, execution, activities and other deliverables, work products and advice provided by the Freelancer to the Client.
13. Profile: the profile of the Freelancer provided with information on the Platform, which HelloMaaS makes available;
14. Happiness Tracker: online tool of HelloMaaS to measure and track the progress, speed and collaboration between Freelancers and Client and possibly other team members. The Happiness Tracker can be completed by Client and by Freelancer. Client’s personal information and ratings are not displayed or disclosed.

Article 2. Identity of Marketing as a Service B.V.

Chamber of Commerce number: 70663297
VAT number: 858412895B01
Telephone number: 020-2414757
Company number: Marketing as a Service B.V.

Article 3. General provisions

1. HelloMaaS offers an online Platform where Freelancers can offer their Services and Clients can find a suitable Freelancer.
2. These general terms and conditions apply to all (legal) actions of HelloMaaS and to any Agreement concluded between HelloMaaS and the Other Party.
3. If the Agreement is concluded electronically, then, contrary to the previous paragraph, and before the Agreement is concluded, the text of these general terms and conditions will be made available to the Other Party electronically in such a way that it can be easily stored by the Other Party on a durable data carrier. If this is not reasonably possible, then before the Agreement is concluded it will be stated where the general terms and conditions can be viewed electronically and that at the request of the Other Party they will be sent electronically or otherwise free of charge.
4. Unless explicitly agreed otherwise In Writing, the applicability of other general terms and conditions are excluded.
5. Deviations from or additions to these general terms and conditions shall only be valid if expressly agreed In Writing.
6. If and insofar as no appeal can be made to any provision of these general terms and conditions on the grounds of reasonableness and fairness or its unreasonably onerous nature, the provision in question will in any case be accorded a meaning corresponding as far as possible to its content and purport, so that an appeal can be made to it.
7. HelloMaaS reserves the right to inactivate or remove an account of the Other Party from the Platform in case of abuse, fraud or other inappropriate, unprofessional or transgressive behavior.
8. All correspondence and agreements between Freelancer and Client are made through the HelloMaaS Platform. Any changes to the Marketing Services must be indicated to HelloMaaS.
9. HelloMaaS cannot guarantee that the Services it performs will always achieve the desired result. The accepted order leads to a best effort obligation and not to a result commitment.
10. HelloMaaS is entitled to engage Third Parties for the execution of the Agreement.

Article 4. Liability

1. HelloMaaS is not liable for indirect and direct damages. Not excluded is the liability of HelloMaaS for damages resulting from intent or gross negligence of HelloMaaS.
2. If HelloMaaS is nevertheless liable for direct damage, the total liability of HelloMaaS will be limited to compensation for damage up to the amount of the fee (excluding VAT) stipulated for that Agreement.
3. The amount of the compensation shall never exceed the amount paid out by the liability insurance of HelloMaaS.
4. If the Agreement is a continuing performance contract with a term of more than six months, the fee stipulated for that contract will be set at the total of the fees (excluding VAT) for the past six months.
5. Direct damage is understood to mean:
   1. Reasonable costs that the Other Party would have to make to make the performance of HelloMaaS meet the Agreement; however, this replacement damage will not be reimbursed if the Agreement is terminated by or at the suit of the Other Party;
   1. Reasonable costs incurred in determining the cause and extent of the damage insofar as the determination relates to damage within the meaning of these terms and conditions;
   1. Reasonable costs incurred to prevent or limit damage insofar as the Other Party demonstrates that these costs have led to limitation of damage within the meaning of these terms and conditions.
6. The Other Party indemnifies HelloMaaS against any claims by Third Parties, who suffer damage in connection with the execution of the Agreement.
7. A condition for the existence of any right to compensation is that the Other Party notifies HelloMaaS In Writing as soon as possible after the damage arose. Any claim for compensation against HelloMaaS expires by the mere lapse of 12 (twelve) months after the claim arose.
8. HelloMaaS is not liable for damage caused by auxiliary persons as referred to in article 6:76 of the Dutch Civil Code.
9. HelloMaaS is not liable for damages of any kind, if HelloMaaS assumed on false and / or incomplete information provided by the Other Party.

Article 5. Force majeure

1. In addition to the provisions of Article 6:75 of the Dutch Civil Code, a failure by HelloMaaS to meet its obligations towards the Other Party cannot be attributed to HelloMaaS if there is a circumstance beyond its control that prevents HelloMaaS from fulfilling its obligations towards the Other Party in whole or in part or as a result of which HelloMaaS cannot reasonably be expected to fulfil its obligations. These circumstances include but are not limited to failure of suppliers or other Third Parties, power failures, network failures, computer viruses, extreme weather conditions, fire(danger), threat of war, (impending) disruptions by hackers, pandemics, epidemics, quarantines, absenteeism, disability, strikes, government measures and failures of suppliers and / or payment providers.
2.  If a situation as referred to in paragraph 1 of this article occurs as a result of which HelloMaaS cannot fulfil its obligations towards the Other Party, these obligations will be suspended for as long as HelloMaaS cannot fulfil its obligations. If the situation referred to in the previous sentence has lasted 30 (thirty) calendar days, both Parties are entitled to dissolve the agreement in whole or in part In Writing. In that case, HelloMaaS will not be obliged to pay compensation for any damage, even if HelloMaaS gains any advantage as a result of the force majeure situation.

Article 6. Transfer

1. Rights of a Party under any Agreement cannot be transferred without the prior written consent of the other party. This provision is considered to be a clause with effect under property law as referred to in Article 3:83 (2) of the Dutch Civil Code.

Article 7. Intellectual property

1. All intellectual property rights relating to and/or resulting from the Services provided by HelloMaaS rest with HelloMaaS. The Other Party only acquires the non-exclusive and non-transferable user rights that are explicitly granted by these conditions and the law. Any other or further right of the Other Party is excluded.
2. HelloMaaS reserves the right to use the acquired knowledge for other purposes, as long as no confidential information is provided to Third Parties.
3. The Other Party indemnifies HelloMaaS for claims by Third Parties regarding intellectual property rights.
4. If the Other Party acts in breach of this article, the Other Party will owe an immediately payable penalty of three times the contractual amount, without prejudice to HelloMaaS’ right to compensation.
5. All intellectual property rights relating to and/or resulting from the Marketing Services provided by Freelancer shall rest with Client.
6. Freelancer reserves the right to use the knowledge acquired during the execution of the Marketing Services for other purposes, to the extent that no confidential information of Client is provided to Third Parties.

Article 8. Management

1. HelloMaaS is at all times entitled to make changes in the technical facilities regarding the Services.
   1. HelloMaaS is entitled to change the non-technical facilities of its Services. If there is a change in the non-technical services, the Other Party cannot claim compensation or damages.
   1. HelloMaaS reserves the right to discontinue/remove technical Services, if it causes a failure or delay of the system. HelloMaaS assesses whether there is such a failure or delay and may, without prior notice to the Other Party, block the technical Services or take other measures to eliminate the failure or delay.
   1. HelloMaaS has the right, without prior notice, to (temporarily) suspend or limit the use of its Services, as far as this is necessary for reasonably required maintenance or for necessary adjustments or improvements to the Services by HelloMaaS without giving rise to a right to compensation from the Other Party towards HelloMaaS.
   1. HelloMaaS reserves the right to terminate its Services without giving rise to any right to damages or compensation from the Other Party to HelloMaaS.

Article 9. Confidentiality

1. The Other Party is obliged to keep all confidential information, which the Other Party has obtained from HelloMaaS within the framework of the Agreement, confidential. Information is confidential if HelloMaaS has indicated so or if it reasonably follows from the nature of the information.
2. If the Other Party violates paragraph 1 of this article the Other Party, regardless of whether the violation can be attributed to the Other Party and without prior notice of default or judicial proceedings, will owe HelloMaaS an immediately payable penalty of € 20,000.00 for each breach without the need for any form of damage without prejudice to HelloMaaS’ other rights, including its right to claim damages in addition to the penalty.
3. Freelancer and Client are obliged to keep confidential information that the Parties obtain from each other in the context of the Agreement. Information is confidential if this reasonably follows from the nature of the information or if one of the Parties has designated the information as confidential.

 Article 10. Applicable law

1. Agreements between HelloMaaS and the Other Party to which these general terms and conditions relate are exclusively governed by Dutch law.
2. Disputes between the Parties will be resolved as much as possible through proper consultation. All disputes between the Other Party and HelloMaaS will be resolved exclusively by the competent court in the district where HelloMaaS has its registered office.

Article 11. Survival

1. The provisions of the general terms and conditions and the Agreement that are intended to remain valid after termination of the Agreement will remain in full force after termination of the Agreement.

Article 12. Amendment or supplementation

1. HelloMaaS has the right to change or supplement these terms and conditions unilaterally. In that case, HelloMaaS will inform the Other Party of the changes or additions.
2. There will be a minimum of 30 (thirty) days between this notification and the entry into force of the amended or supplemented conditions.

Chapter 2. Freelancers

In addition to Chapter 1, the provisions of this Chapter apply to Freelancers.

Article 1. The Agreement

1. HelloMaaS manages the Platform, through which the Freelancer can offer his/her Marketing Services to Clients.
2. The Parties expressly declare that it is their intention to (continue to) designate their relationship under this agreement as an assignment agreement as referred to in Article 7:400 of the Dutch Civil Code and not as an employment relationship as referred to in Article 7:610 of the Dutch Civil Code.
3. Before the Freelancer enters into an Agreement with HelloMaaS, a screening of the Freelancer takes place. Based on the screening HelloMaaS is entitled not to make its Services available to Freelancer.
4. Freelancer is responsible at all times for the accuracy, completeness and correctness of the information and prices stated in his/her Profile and for correct, proper and timely responses to messages via the Platform.
5. The Agreement between the Freelancer and HelloMaaS is established at the time of acceptance by the Freelancer of the offer and the fulfilment of the conditions set.
6. HelloMaaS reserves the right not to execute an Agreement, for example if it has reasonable doubt or information that Freelancer will not (be able to) meet its obligations or if the screening shows that Freelancer does not meet the conditions imposed by HelloMaaS. If HelloMaaS refuses, it will inform Freelancer In Writing of the refusal within a reasonable time after the conclusion of the Agreement.
7. If Freelancer provides Marketing Services to Clients based on a fixed price, and the Client requests Freelancer to perform additional work, Freelancer will contact HelloMaaS as soon as possible. Parties will consult in order to determine a new price.

Non-Solicitation Clause

The Freelancer agrees that during the term of this Agreement and for a period of eighteen (18) months following its termination or expiration, he/she will not directly or indirectly be hired by or offer services to any client of HelloMaaS with whom he/she has had contact within the scope of this Agreement.

In the event that the Freelancer breaches this clause, he/she acknowledges and agrees that HelloMaaS is entitled to impose an immediately payable fine of €10,000 (ten thousand euros) without the need for further legal action. This fine must be fully paid within seven (7) days of invoicing.

Employee Transfer Clause

Notwithstanding the Non-Solicitation Clause, should a client of HelloMaaS wish to employ the Freelancer within eighteen (18) months of the termination or expiration of this Agreement, the client shall be obligated to pay HelloMaaS a one-time transfer fee of €10,000 (ten thousand euros).

This transfer fee is immediately payable by the client upon confirmation of employment of the Freelancer and is separate and distinct from any other fees, fines, or payments otherwise due under this Agreement or any other Agreement between HelloMaaS and the client.

Upon receipt of the transfer fee, paid within seven (7) days of invoicing by HelloMaaS, the Freelancer will be released from the restrictions of the Non-Solicitation Clause 1.1 with respect to the employment by the specific client who has paid the fee.

Article 2. Use

1. Freelancer should take sufficient measures to prevent abuse of his/her account.
2. Freelancer is always responsible for any use – including unauthorised use – that is made of the use and access rights granted to it, and will act and behave in accordance with what may be expected of a responsible and careful (internet) user.
3. Freelancer will not upload, post or transmit any material that is intended to interrupt, disable or limit the functionality of the Services.
4. By uploading images to the Platform, Freelancer assures that he/she holds the copyright to the photo and agrees that HelloMaaS may use the uploaded photo on its Platform.
5. Freelancer will follow the instructions given by HelloMaaS for the use of the Services at all times.
6. HelloMaaS reserves the right to terminate the Agreement with Freelancer if Freelancer behaves unprofessionally or improperly.
7. Freelancer must keep his/her login details strictly confidential. Freelancer is not allowed to provide the login details to Third Parties.
8. Freelancer obtains only the non-exclusive and non-transferable rights of use of the Services.
9. Freelancer is not permitted to enter into or execute any direct agreements or assignments for Client within 24 months of being introduced to Client through the Services.
10. If Freelancer violates the provisions of Article 2 paragraph 9 of this chapter, Freelancer will owe an immediately payable penalty of € 5,000.00 to HelloMaaS.
11. Freelancer agrees to have the Happiness Tracker results displayed on Freelancer’s Profile.

Article 3. Termination and notice periods

1. If the Agreement terminates due to force majeure, HelloMaaS is entitled to reimbursement for Services already provided at the time of termination of the Agreement.
2. Freelancer is at all times entitled to terminate the Agreement. Termination occurs by e-mail. A notice period of two weeks applies.
3. HelloMaaS is at all times entitled to terminate the Agreement and / or decide not to perform the Agreement. 

Article 4. Payment

1. HelloMaaS works with a payment provider for collecting payments from Clients and transferring such payments from Clients to Freelancers.
2. HelloMaaS handles the data of Freelancer with care. Processing of personal data is done in accordance with applicable privacy laws and the privacy statement.
3. In order to enable payment through the payment provider, it is necessary for Freelancer to provide personal data to the payment provider. Freelancer agrees that payments will be made through the payment provider and personal data will be processed for this purpose.
4. The Freelancer is responsible for providing the correct (payment) information and any changes. The Freelancer has the duty to immediately report inaccuracies in payment information to HelloMaaS.
5. Freelancer is responsible for paying direct and indirect taxes, including any VAT or income tax, which may apply to them.
6. Freelancer is responsible for tracking and recording the number of hours worked and the total amounts received.
7. Freelancer will honestly and timely record the hours worked through the Platform. Based on the registered hours, Client will receive the invoice.
8. Freelancer will not invoice the Client directly.
9. If payments are not made, HelloMaaS will, if necessary, take collection measures.
10. Freelancer will be paid once client invoice has been paid.

Article 5. Complaints

1. Freelancer can no longer appeal to a defect in the performance, if he has not protested to HelloMaaS within 2 (two) months after he discovered the defect or reasonably should have discovered it. If there is a visible defect on delivery, a period of 48 (forty-eight) hours applies.
2. Freelancer must give HelloMaaS at least 4 (four) weeks to resolve the complaint in mutual consultation.
3. If a complaint is not reported to HelloMaaS within the time limits mentioned in the preceding paragraphs, the Service is deemed to comply with the Agreement and to function in accordance with the Agreement.
4. Complaints do not suspend Freelancer’s payment obligation.
5. For complaints regarding Client’s communications, cooperation, or obligations, Freelancer shall deal directly with Client.
   

Chapter 3. Clients

In addition to Chapter 1, the provisions of this Chapter shall apply to Clients.

Article 1. Use

1. Through the Platform, Client can find Freelancers with whom they can purchase Marketing Services. Client has the possibility to place their project or assignment on the Platform.
   1. HelloMaaS reserves the right to refuse Client’s registration without giving reasons, if HelloMaaS deems it necessary.
   2. The Freelancers are pre-screened. Nevertheless, HelloMaaS cannot make any guarantees regarding the Freelancers’ qualifications, expertise, experience, education or general work history and background.
   3. Client must take sufficient measures to prevent abuse of his/her account.
   4. Client will not upload, post or transmit any material that is intended to interrupt, disable or limit the functionality of the Platform.
   5. Client will follow the instructions given by HelloMaaS for the use of the Platform at all times.
   6. The Client shall keep his login data strictly confidential. The Client is not permitted to provide the login details to Third Parties.
   7. Client only obtains the non-exclusive and non-transferable rights of use of the Services.

Non-Solicitation Clause

The Client agrees that during the term of this Agreement, and for a period of eighteen (18) months following its termination or expiration, they will not directly or indirectly hire or solicit services from any freelancer or contractor engaged by HelloMaaS with whom the Client has had contact within the scope of this Agreement.

In the event that the Client breaches this clause, they acknowledge and agree that HelloMaaS is entitled to impose an immediately payable fine of €10,000 (ten thousand euros) without the requirement for any further legal action. This fine must be fully paid within seven (7) days of invoicing.

Employee Transfer Clause

Notwithstanding the Non-Solicitation clause, the Client may hire a freelancer or contractor engaged by HelloMaaS as an employee, provided that the Client pays a one-time transfer fee of €10,000 (ten thousand euros) to HelloMaaS.

This transfer fee is payable upon the confirmation of employment of said freelancer or contractor and is separate and apart from any other fees or penalties that may be applicable under this Agreement or any other Agreement between the parties.

Payment of the transfer fee must be completed within seven (7) days of invoicing by HelloMaaS and serves to release the Client from the restrictions of the Non-Solicitation Clause 1.1 with respect to the hired individual only.

Article 2. Subscription, prices and payment

1. Prices for Marketing Services are determined by the Freelancer.
2. HelloMaaS offers its Services based on an hourly rate or a fixed fee. For these prices you are referred to the pricing page.
3. In case of a subscription, the minimum duration of the subscription is three months. Within these three months the Agreement cannot be terminated. After this period the subscription will be automatically renewed with a duration of one month each time.
4. Termination of the subscription, after the period mentioned in the previous paragraph, can be done monthly at the end of each month.
5. Client may downscope or upscope the subscription at any time.
6. Payment shall be made, in accordance with what has been agreed, in advance by IDEAL or afterwards after receipt of the invoice.
7. HelloMaaS works with a payment provider for collecting all payments from Clients and transferring such payments from Clients to Freelancers. Client is aware that the payment provider uses payment terms, takes note of these terms and agrees that payments are made through the payment provider.
8. Client agrees to receive invoices and/or proofs of payment electronically.
9. Unless otherwise agreed In Writing, all amounts due by the Client shall be paid within 15 (fifteen) days of the invoice date.
10. The Client has the obligation to immediately report inaccuracies in payment information provided or indicated to HelloMaaS.

Article 3. Complaints

1. The Client can no longer appeal to a defect in the performance, if he has not protested to HelloMaaS within 2 (two) months after he discovered the defect or should reasonably have discovered it. If there is a visible defect on delivery, a term of 48 (forty-eight) hours applies.
2. Complaints can be submitted In Writing or via the Happiness tracker.
3. The Client must give HelloMaaS at least 4 (four) weeks to resolve the complaint in mutual consultation.
4. If a complaint is not reported to HelloMaaS within the time limits mentioned in the preceding paragraphs, the Service is deemed to comply with the Agreement.
5. Complaints do not suspend the payment obligation of the Client.
6. For complaints regarding the quality of the Marketing Services provided by Freelancer or the performance of the Freelancer, Client shall contact he Freelancer directly. HelloMaaS is not responsible for compliance with the Agreements made between the Client and the Freelancer and the quality of the Marketing Services.
7. If agreed, HelloMaaS can mediate a dispute between Client and Freelancer. In that case the decision of HelloMaaS on the dispute is final.