HelloMaas Terms of Service
Updated: 21 April 2020
Please read these terms of service carefully before using the services offered by Marketing As A Service B.V. (“HelloMaaS”, “us”, “we”). These terms (this “Agreement”) set forth the terms and conditions of our relationship and govern your use of the hellomaas.com website (the “Platform”) and the services, features, content, and applications offered by HelloMaaS, including those which enable you to provide, seek, and obtain advice, services, and online information and content related to marketing, and any other services provided by HelloMaaS (collectively, the “Services”).
The HelloMaaS Platform and Services
The Platform and the Services may enable individuals and businesses (“Client” or “Clients”) to seek advice and consulting services directly from independent third party professionals (“Marketer” or “Freelancers”), including, but not limited to, the provision of marketing plans, execution, operations and other any other deliverables, work products, and advice (collectively, “Marketing Services”).
Overview of our Service
HelloMaaS offers a service in the form of a technology platform and marketplace that empowers Clients and Freelancers to connect, communicate, buy and sell marketing services. HelloMaaS also offers a search product on the Platform, where Users can discover Service packages, Expert Advice and Freelancers using the Platform and Service to connect and transact.
HelloMaaS is not a marketing agency nor a recruiter. We are a marketplace that helps and guides companies with vetted marketing freelancers.
The Relationship between Clients, Freelancers and HelloMaaS
You understand the Services may enable Clients to communicate with and engage with a Freelancer or Expert directly for the provision of Marketing Services (each such engagement, a “Transaction”).
You understand that HelloMaaS will vet and recommend marketing freelancers and our platform offers a suite of tools to manage matching of specialists, collaboration, contracting and payments. You understand that the day-to-day management, scope of work and quality of collaboration and output by the freelancer for the client is not in scope of our services nor are we liable. When the collaboration is not productive and the client wishes to change the freelancer we will help to discuss an amicable solution. You understand that Freelancers are neither employees, nor agents, nor representatives of HelloMaaS. No agency relationship, partnership or employment relationship exists between HelloMaaS, Clients and Freelancers or can be construed by these Terms and usage of the Platform and Services. You understand that any Marketing Services obtained through the Platform and/or Services are not provided by HelloMaaS, but are provided by Freelancers directly. You are solely responsible for every Transaction that you engage in. You understand that HelloMaaS does not supervise, monitor, train, or manage its members, nor do we determine hours, pricing/rates or processes in which their work is performed. HelloMaaS does not provide instructions, training or tools.
Freelancers or Clients, may discuss and exchange confidential or sensitive information. Neither HelloMaaS, nor the Platform or the Services, provides counsel or advice to you as to when, to whom, and how you disclose or choose not to disclose any such information. We strongly recommend that Freelancers and Clients enter into an agreement requiring the other party to maintain the confidentiality of all non-public business information that may be disclosed in the process of contemplating and in the performance of a Transaction.
Terms Applicable to Freelancers
HelloMaaS will provide Services either at a fixed price or on an hourly basis. The fees are benchmarked and can be adjusted for market conditions on a quarterly basis. The Client rates are determined at the start of the contract period and are listed in the Appendix. HelloMaaS will include a Fee for providing the Services to you which is included in the total fee charged.
The Freelancer will log hours worked for Client on a weekly basis and present electronically to Client for sign-off. If a Transaction scoped on a fixed price basis will require more or less time than originally anticipated, or if the scope of the Marketing Services to be provided changes, the Client and Provider may agree upon an increase or decrease in the Transaction Fee. Upon agreement to change in a Transaction Fee, Client shall modify the Transaction Fee to reflect the change. HelloMaaS shall not be involved in any negotiations regarding Transaction Fee increases or decreases. HelloMaaS does not guarantee any minimum amount of Transactions or that you will receive any requests for Marketing Services at all.
Freelancers and Clients are solely responsible for performing Marketing Services in connection with any Transaction, including but not limited to obtaining all information, data, content, materials, software, tools, licenses, and other items required in order to provide the Marketing Services.
Terms Applicable to Clients
Clients understand and agree that although HelloMaaS may undertake limited research and verification in connection with the Freelancers using the Platform and/or Services, HelloMaaS does not and cannot provide any guarantee regarding the qualifications, expertise, experience, training, or general work history and background of any Freelancers.
You understand and agree that while HelloMaaS will from time to time use reasonable efforts to update information posted on the Platform and Services generally, under no circumstances will HelloMaaS be liable for any loss or damage caused by your reliance on any information, opinion, advice, or statement available on or through the Platform or Services.
You understand and agree that HelloMaaS does not guarantee that you will receive the intended benefit or results of any Marketing Services or Transaction.
You understand and agree that HelloMaaS does not and cannot exert any control over the accuracy, efficiency, effectiveness, or other aspects of the Marketing Services advertised or performed by a Freelancer or Expert through the Platform and/or the Services. HelloMaaS cannot provide any assurance or guarantee that any Freelancer or Expert will actually conclude any Transaction.
Under no circumstances shall Clients solicit Freelancers referred to you via HelloMaaS except through the Platform and/or Services. HelloMaaS reserves the right to charge a Client a referral fee if a Client successfully solicits a Freelancer who was originally referred to Client via the Platform.
Fee Structure, Billing and Payment
Your account on HelloMaaS is free. Billing types can be Hourly or Fixed Price.
Clients and Freelancers can sign up to a paid subscription plan for platform usage to manage their freelance marketing resources at a set recurring fee via the Platform. Subscription Plans are personal and cannot be shared between Users. Any User violating the foregoing may be removed from the Service. HelloMaaS reserves the right to update fee structures and matchmaking fees, and will inform Clients and Freelancers via the Platform with a reasonable notice period.
Fixed Fee Services such as Marketing Packages
Freelancers can be hired for delivering a fixed scope, fixed price service. Either on a once-off basis or as an ongoing monthly retainer fee with recurring billing. Fixed Fee Services involve fixed-priced invoicing, and for which the Client agrees upfront to a fixed payment. The Fixed Fee will be paid 50% upfront and 50% after delivery of a once-off project.
For Fixed Fee Services, payments will be charged on the day a Client selects the option to buy the Service on the Platform and will cover the use of that service for the period indicated. Unless and until terminated by the Client, Freelancer, or HelloMaaS, Clients on an ongoing monthly retainer fees will be charged every 30 days thereafter until service is no longer required and contract closed.
Fixed Fee Services offered by HelloMaaS
HelloMaaS offers a service to help Clients create and manage the Posting of a Project. Clients can opt-in for this service when they fill out the Brief on the Platform. This will result automatically in a one-time charge of the corresponding fixed fee until the process of managing the Posting has been finalized.
Flexible Fee Services billed on an hourly basis
Freelancers can be hired for ad hoc or ongoing projects at an hourly or day rate. The Fee consists of the hourly rate that is benchmarked and offered in three tiers of freelancer capabilities: junior, medior, senior. Each SOW includes specific client fees.
Flexible Fee Services will be calculated and charged at the end of each month based on hours worked. HelloMaaS will invoice Clients at the beginning of each month for the hours worked during the month prior. Clients have a 15-day period to pay Flexible Fee invoices. If Clients don’t pay within 15 days after invoice date a late fee of 2% of the invoice will be charged. If Clients have any issues with an invoice, they should immediately contact the Freelancer, as per our policy regarding disputes between Clients and Freelancer. Any queries on the invoice must be entered directly via the Service in order to pause any charges from processing once the Dispute Period has expired.
You agree that payment for all Transactions and any taxes or additional charges that may be imposed by third parties are your sole responsibility. You understand that your purchase in connection with a Transaction may be final and non-refundable.
Payment Methods currently include online payments through Stripe for credit/debit card and IDEAL payments. We offer invoicing via HelloMaaS but only for clients that can’t use Stripe as a payment method and for Flexible Free Services billed on an hourly basis. HelloMaaS reserves the right to change and expand its payment options.
You agree and ensure that a valid Payment Method needs to be provided in your HelloMaaS account. You ensure that at all times all credit card, bank account, and other payment information supplied by you is accurate, correct and kept updated. You are fully authorized to make payment or receive payment in connection with a Transaction.
Our subscription plan will charge the Payment Method you specify at the time of signing up and will be processed by a third-party payment processor. All payments made through Stripe are subject to the Payment Facilitator’s terms and conditions. Stripe’s terms are available at https://stripe.com/us/legal.
Cancellations and Disputes
HelloMaaS does not guarantee the quality or delivery of any work or services provided to Clients by Freelancers. In the case a dispute arises between users on the Platform, users acknowledge that it is their responsibility to come to a mutual agreement and resolution using the procedure set forth in this subsection. As a last resort HelloMaaS can act as a mediator. If HelloMaaS does choose to mediate a dispute, HelloMaaS’s decision shall be final. If HelloMaaS determines that a refund of all or a portion of the Transaction amount is to be made, such refund shall be given in accordance with this Agreement. The maximum refund that may be awarded to a Client is 50% of the full amount of the fee for the portion of the Transaction which is disputed.
Any fee or invoice in connection with a Transaction must be disputed by a Client within fourteen (14) days after the disputed Marketing Services have been delivered to Client by Marketer by notifying the Marketer via the Platform and/or Services. Client and Marketer agree to negotiate in good faith to resolve any dispute. Once Marketer and Client have resolved the dispute, the Client and/or Marketer shall adjust the fee or invoice accordingly via the Platform and/or Services. If Client and Marketer are unable to resolve a dispute within fourteen (14) days after Client notifies Marketer of the disputed Transaction, then Client shall be responsible for payment of the full amount of the Marketer’s original fee or invoice.
Term and Termination
Either party may terminate this Agreement for any reason upon giving 90 days’ prior written notice to the other. Upon termination of this Agreement by Client without HelloMaaS’s fault or consent, Client shall pay HelloMaaS, in addition to all the fees earned by HelloMaaS pursuant to the terms hereof, an early termination fee equal to 40% of the total remaining fees payable to HelloMaaS hereunder (as specified in the SOW), plus any and all expenses and third-party costs reasonably incurred by Agency through the effective date of cancellation.
If a Client desires to terminate this Agreement due to HelloMaaS’s fault, Client shall give HelloMaaS a written notice detailing the nature of fault and possible remedies, whereupon Agency shall have a reasonable period of time (but in no event less than 30 days) to cure such fault. Termination by Client without providing the foregoing notice and cure period shall be considered “termination without Agency’s fault’ as described above.
On a project/SOW basis both Clients and Freelancers may cancel any Transaction with a 15-day grace/ transition period. It is your responsibility to communicate directly with a Client or Marketer via the Platform and/or Services regarding any Transaction changes or cancellations. For Transactions with an hourly rate or milestone payments, Client shall pay for all Marketer Services rendered by the Marketer up until the effective cancellation date. For Transactions with a flat fee payment, the Client shall pay a pro rata amount of the Transaction fee based on the start and end date of the Transaction
Governing Law; Jurisdiction
This Agreement shall be interpreted and construed in accordance with the laws of the Netherlands, without regard to any conflict of laws principles. Each party hereby irrevocably consents to the exclusive jurisdiction of the Dutch courts for the purpose of hearing and deciding any and all disputes, claims and controversies arising out of and relating to this Agreement. The prevailing party in any such action or proceeding shall be awarded all the costs and fees incurred by it reasonably related thereto, including the fees of its attorneys.
HelloMaaS is operating via Marketing as a Service B.V. – Prinsengracht 669, 1017 JT, Amsterdam – Bank account NL15 INGB 0008 5812 43 – Tax ID: NL 858412895B01 – KvK 70663297