Contentoo Purchase Terms & Conditions for Freelancers

(effective 01 May 2024)

These are the Contentoo Purchase Terms and Conditions for Freelancers, which apply to our suppliers of content products and content services.

Who are we?

We are Contentoo B.V., a Dutch company based in Amsterdam and registered with the Chamber of Commerce under number 66406234. We provide content products and content services to business customers all over the world. These can be written texts, translations of texts, but also other media productions or consultancy services in the field of content and communication. We do not create this content, media productions and content advice ourselves, but have freelancers we hire to do so, who work with us and our clients to deliver what our client needs in the field of content. Working with the best content specialist for the job, no matter where that specialist is located, is our philosophy. We unlock the talents of freelancers for (international) companies and offer them a platform to collaborate with each other, and with us.

Who are you?

You are a freelancer working in the field of content and media. A copywriter for example, or 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, to your best professional judgment but through our platform and under our direction. You want to do this on the basis of good and professional agreements that relieve you of all the ‘hassle’ and financial and commercial worries.

It is important to note that we only conduct business with true ‘business parties’; indeed we are obligated to do so. This means that you are a recognised and registered company or self-employed professional, and 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 or self-employed professional; these requirements differ per country and this responsibility (and liability) primarily lies with you. By accepting these conditions, you confirm that you are indeed a recognised and registered company or self-employed professional and that you meet all the necessary requirements for registration and conduct as a business. We may request proof of this.

Why these terms and conditions?

In general, our customers are medium and large-sized (international) companies. They place high and strict demands both on the parties they work with, including us. Not only do they demand high-quality products and services, but they also set requirements in many other areas, such as professionalism, meeting deadlines, confidentiality, data privacy, intellectual property rights, payment terms and guarantees. We commit to such requirements towards them. This means we have to make agreements with our suppliers to meet those requirements. We also need to make additional agreements to enable our organisation to function optimally and to ensure we can perform our ‘connecting and directing function’ in the best possible and most scalable way, which is ultimately also in your own best interests. Hence these conditions.

1. Definitions

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

• Agreement: the agreement between Contentoo and the Freelancer that comes into being each time the Freelancer accepts an Assignment offered by Contentoo.
• Assignment: the Products and/or Services to be delivered by the Freelancer via Contentoo to an End Client.
• 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.
• 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 organisation that has reached an agreement with Contentoo for the delivery of a Product or Service. In other words, Contentoo’s customer.
• 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.
• 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.
• Parties: Contentoo and the Freelancer jointly, so we and you together.
• Personal Data: any data relating to an identified or identifiable natural person, as referred to in section 4(1) of Regulation (EU) 2016/679, being the General Data Protection Regulation (GDPR).
• Platform: the software platform developed and used by Contentoo with which Client, Contentoo and Freelancer engaged by Contentoo can communicate about and cooperate in the execution of the Assignment.
• Product: the product(s) to be delivered by the Freelancer to an End Client via Contentoo, including Content Products.
• 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.
• Terms and Conditions: these purchase terms and condition of Contentoo B.V. towards Freelancers (providers of suppliers of content products and content services).

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 capitalised.

2. Applicability

These Terms and Conditions apply to all Products and Services you provide to us. These Terms and Conditions apply exclusively, which means that – next to Dutch law – only these Terms and Conditions apply to our relationship. The exclusive application of these Terms and Conditions therefore means that yours do not apply. Should you send them to us in any way, or refer to them, we hereby reject them in advance. Deviations from these Terms and Conditions are only valid if we have expressly agreed them with you in writing.

3. Agreement

If we offer you to carry out an Assignment for us and you accept that Assignment, an Agreement is established between us for the supply of a Product or Service. This Agreement ends as soon as you have carried out and completed the Assignment. An Assignment is considered carried out and completed when you have delivered the agreed Product or Service in accordance with the agreements made in that respect, and if that Product or Service has been accepted by both we and our respective 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 concluded between us has the character of a best-efforts obligation, unless in the formulation of the assignment (by us or the End Client) a result has been explicitly defined with sufficient definiteness, and you are then committed to this result by accepting that Assignment.

The deadlines for delivery agreed in the order are binding on you, on the understanding that both we and our End Clients recognise and accept that the lead time of an Assignment depends on various factors and circumstances, not all of which are within your control. In that sense, therefore, delivery deadlines do not in all cases count as strict deadlines, unless we have expressly agreed so in the Assignment. In the event of (imminent) failure to meet a delivery deadline, you shall consult with us as soon as possible and take appropriate measures to prevent or minimise such failure.

5. Using the Platform

We have developed a software platform that the End Client can (must) use to communicate with us and with you and to collaborate on the execution of the Assignment. You are obliged to use the Platform, for each Assignment. 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, you will 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 End Client has not, within 21 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 of time. If the End Client again does not accept the delivered 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 deemed to have been accepted by the End Client if and as soon as it has been or is being 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 any case considered as ‘use’ in this respect.

7. Prices

By accepting an Assignment, you agree to the rate that is applicable to that Assignment and will be bound by it. This rate may be a flat fee per word, per hour, per Assignment, or a rate based on other criteria. The rates that apply to you, per End Client or Assignment, can be found under the ‘Financials’ tab in your profile on the Platform. You agree that it is your responsibility to check these rates before accepting an Assignment.

8. Invoicing

We follow a so-called ‘self-billing’ process for invoicing the Products and Services that you have provided to us. This means that we generate an invoice for you and will pay that invoice to you. By using self-billing, we can generate accurate invoices and ensure a smooth and timely payment process. Self-billing means that you don’t have to create and send your own invoice to us. Once an invoice has been generated, you can either approve it or dispute it if you believe it is incorrect. Once approved, the invoice is automatically scheduled for payment.

Our self-billing process meets all applicable laws and regulations, at least those in force in the Netherlands. However, should you need to, you can create your own invoice for administrative purposes. The amount(s) should match those on the generated self-billing invoice. You don’t have to send your self-created invoice to us, because we don’t actually do anything with it, we pay you the ‘self-billing’ invoice, stating its reference number. However, if you need to send it in, you can do that to: approved.invoice@contentoo.com.

At the end of each month, we determine which Assignments you delivered to us during that month. This information is used to generate your invoice for that month. This is done on the day after the third working day of the month. Only delivered Products and Services that have been accepted by us and our End Client can be charged to us. This means Assignments that have reached the status of ‘completed’ on our Platform. Without the acceptance of a Product or Service by the End Client, it cannot be accounted for in an invoice. Please note that once an End Client has accepted a Product or Service, it is your responsibility to check and submit the final word count or number of hours. This should be done before the end of the month.

As soon as your self-billing invoice is ready, you will receive an email notification about it. You will then be asked to check that invoice. You can also create a PDF download of your invoice for your own administration. If the invoice is correct, you can approve it by clicking on ‘approve’. If you think that the invoice is incorrect, press ‘raise issue’ and explain what’s wrong. It is important to only raise an issue after careful evaluation of the invoice. If it is determined that the invoice was incorrect, its correction will by default be part of the following month’s invoice. After settling your ‘raised issue’, you must approve it on the Platform.

9. Registration for self-billing and payment

You must register your details on the Platform to receive payment. The information we need is your name, tax information (e.g., VAT number), and bank details. You will receive an invitation to do this as part of the onboarding process. You are responsible for the accuracy of your details, including your bank details. If your details, including your bank details, change somewhere in the future, you can update your details on the Platform.

To comply with applicable regulations, your bank account should be in either your personal or company name. We cannot pay your invoice to a bank account in someone else’s name. If your bank account is registered in a country other than the one where you live, you must contact us because (for security and compliancy reasons) the option to remit payments to a bank account in a different country is disabled by default on the Platform.

As part of your registration, you must also choose a payment method. The payment methods available depend on the country where your bank account is held. Although we will consider your choice here as your preferred payment method, we reserve the right to choose your payment method if we have reason to do so. If we need your cooperation and/or further information to do so, you agree to provide it.

We would like to stipulate that it is essential that you enter your correct status and details where the application of tax (in particular, VAT) is concerned. This is your responsibility, but generally speaking:

• Every business, which includes self-employed professionals, is in principle registered for VAT. However, many countries have exemptions for small businesses and sole proprietors whose turnovers fall below a certain threshold. Such an exemption is only effective after you have obtained it from the relevant tax authority. If you are exempt from VAT, please indicate this in our system by choosing “Not registered for VAT”.
• If you are registered for VAT, it matters whether your home country is the Netherlands, or another EU country, or a country outside the EU. The application of VAT is different in every situation:
  
     — Netherlands registered (like us): VAT is applicable at the 21% rate;
     — EU registered (but not the Netherlands): you must provide your EU VAT number so we can apply the EU VAT reverse-charge scheme;
     — non-EU registered: VAT is not applicable.

If you believe that we have not applied the correct VAT scheme, you should contact us. Please validate it first with your accountant or tax advisor.

10. Payment

We will pay your invoices 21 days after the invoice date. To be able to do so, you must approve your invoice as soon as possible but no later than 14 days after the invoice is made available to you on the Platform.

Please note that international payments, particularly to non-IBAN bank accounts, may take up one to five business days before they are remitted to your bank account. It’s ultimately our goal to ensure that payments always reach your bank account before the end of the month. If this is not the case, please contact us so we can investigate the delay.

11. Confidentiality

Both we and the End Client will provide you with any information that is or can be deemed necessary for the completion of an Assignment. This information can and often will be classified as confidential at that time. You agree to treat all information you obtain from us or our End Client as strictly confidential. This also applies to information for which no explicit confidentiality has been imposed, but which you can be reasonably expected to be aware is confidential or proprietary in nature.  

You will only use Confidential Information for the purpose(s) it was provided, such as 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 had become, publicly known by means other than your revelation;
• has been lawfully received from a third party together with the right to disclose it free of any obligation of confidentiality;
• is required to be disclosed 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 to ensure proper and secure storage and transmission of Confidential Information. You will apply generally accepted standards and techniques for ‘security’. We may impose further conditions or guidelines on you regarding security.

12. Processing of Personal Data

When executing Assignments, you will come into direct contact with our End Clients and work with them for the purpose of doing so. This requires us to provide your name and contact details to the relevant End Client(s). We also need this data for the purpose of communicating and cooperating with you. Specifically, this concerns the following data: your name, your email address, and your telephone number.

For invoicing (self-billing) and payment, we also use the systems of software supplier Tipalti. To draw up, issue and pay your invoices, we need to share the data required for this with Tipalti. This concerns your contact and address data, your VAT-number, your bank details, and all data relating to the projects and amounts to be invoiced.

The data to be shared with End Clients and/or Tipalti can be formally qualified as ‘Personal Data’ in the sense of the General Data Protection Regulation (the GDPR). We will always process Personal Data in accordance with the requirements of the GDPR, and only for the above-mentioned purposes. By accepting these Terms and Conditions you grant us your consent to do so. We will not do anything else with the Personal Data and, as secured in contractual arrangements, End Clients and Tipalti are not permitted to do anything else with shared Personal Data.

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 handed over to you by the End Client as part of an Assignment remain with that End Client at all times. We have agreed with our End Clients that you are granted permission (‘a licence is granted’) to use those supplied materials exclusively for the execution of that Assignment.

When and as soon as the End Client 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 associated to the transferred copyright with regard to all present 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. After all, forming the link between you and our End Client is the core of our business model. Naturally, we want to ensure that you do not work directly or indirectly for those End Clients in the near future without our intervention. After all, it is us who connected you and that End Client. You are therefore not permitted, without our express permission, to enter into a direct or indirect business relationship with an End Client without our intervention, for a period of two years after the last Assignment you carried out through us for that End Client. To be clear, these are not all our End Clients but only End Clients for whom you have carried out an Assignment through us. A ‘direct business relationship’ includes an employment relationship.

In the event of the establishment of a direct or alternative indirect supplier-customer relationship between you and an End Client (within the aforementioned two-year period) without our explicit consent, we are entitled to financial compensation from you. This amounts to 35% of the amounts invoiced by you within the scope of that relationship, for a period of three years after the establishment of that direct or alternative indirect relationship. In doing so, you are obliged to provide us with full insight into and evidence of this. We reserve the right to claim full compensation for damages from you instead.

In case an employment relationship is established between you and a final client (within the aforementioned two-year period), we are entitled to a one-off financial compensation from you in the amount of €20,000 excluding VAT. We also hereby reserve the right to claim full compensation for damages from you instead.

15. Liability

As a contractor, you are liable to us, as your client, for any ‘attributable shortcomings’ in the fulfilment of your obligations under the Agreement between us. I If we believe that you are in breach of the Agreement between 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 remedy the shortcoming, unless it concerns a permanent attributable 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 attributable shortcoming in the fulfilment of our Agreement in the event of a ‘force majeure’ (being certain acts, events or circumstances beyond your reasonable control).

16. Other

If and insofar as any provision of these Terms and Conditions is declared null and void or annulled, the other provisions of these Terms and Conditions shall remain in full force and effect. We will then agree on a new provision to replace the void/nullified/annulled provision, whereby the purport of the void/nullified/annulled definition will be taken into account as much as possible.

We reserve the right to unilaterally supplement and/or change these Terms and Conditions at any time. When and if we do so, we will make a new version of these Terms and Conditions 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 Terms and 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, the Netherlands.

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