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General conditions

Software as a Service Terms MrWork - Last update: Feb. 2024

Welcome to MrWork B.V.(MrWork). MrWork provides software in the field of online recruitment, aimed at strengthening the employer's brand(Brand Activation), reaching the right target group with vacancies(Jobs) and generating leads / applicants(Lead Generation / Leads). In addition, MrWork offers Support Services such as assisting the user in setting up and optimizing marketing strategies (the Support Services and Software collectively: the Services).

These Services are provided as a Software-as-a-Service (SaaS) solution(Software). SaaS means that the Software is offered via an online environment in which you, as a User, can get started directly yourself. More information can be found via the website www.mrwork.nl (the Website).

These SaaS terms and conditions (the Terms) apply to all offers, quotations, agreements and collaborations between MrWork and its Users(Users), regarding the Services offered by MrWork. MrWork offers its Services under the condition that the User accepts these Terms and Conditions.

Terms

  1. Definitions
    1. Services: All services provided by MrWork in terms of online recruitment processes, such as but not limited to making the Software available and providing the (Supporting) Services.
    2. MrWork: MrWork B.V., the private company with limited liability under Dutch law, with its registered office and place of business in Rotterdam at Haringvliet 100 3011 TH. MrWork is registered with the Chamber of Commerce under number 57298890. MrWork is also referred to as "we" and "us".
    3. User: The individual or legal entity that uses MrWork's Services and enters into an Agreement with MrWork, or negotiates with MrWork to enter into an Agreement. User is also referred to as "you".
    4. Party(ies): MrWork and User individually and jointly.
    5. Agreement: The accepted Terms and Conditions including the Order Form, defining the use
      of the Software and Services by User.
    6. (SaaS) Software: The software containing the entirety of web pages, software, databases and other relevant functionalities that MrWork makes available to User as SaaS within the framework of the Services.
    7. Social Media: Social media networks including, but not limited to, Facebook, Twitter, LinkedIn, Pinterest, Instagram and YouTube.
    8. (Software) Modules: The modules that MrWork offers as part of its services and that can be purchased individually or combined by User, namely Brands / Brand Activation, Jobs and Lead Generation / Leads.
    9. Expressions: All expressions posted by or at the request of User on Social Media in connection with the Agreement including, but not limited to, job postings, advertisements, company profiles, disclosures and announcements.
  2. Offers and quotations
    1. All offers, quotations and proposals of MrWork are without obligation, unless otherwise agreed upon.
    2. An offer, quotation or proposal is based on a specific request from User and applies only to the specifically discussed use of the Software and Services. No rights may be derived from any offer, quotation or proposal for future use or any future agreement.
    3. MrWork may assume in preparing the quotation that the data provided by User are correct.
  3. Formation and execution of agreement
    1. The Agreement between MrWork and User is established by signing the Order Form. The start date of the Software license is stated on the Order Form.
    2. Requests from User for Support Services or additional Modules are always confirmed in writing (including by email) by MrWork.
    3. Where necessary, User shall provide all information required to perform the Services (the Required Information), including but not limited to, the content for Expressions, information and materials necessary for the performance of the Agreement, as soon as possible after the conclusion of the Agreement. The Required Information is provided by User, for example in the dashboard of the Software or by mail. If User does not provide the Required Information, MrWork may not be able to perform or deliver the Services in accordance with the agreed strategy and budgets. In that case, MrWork may make a modified proposal to ensure the quality of the Services. If User does not agree to the adjusted proposal, MrWork may refuse the Services and terminate the Agreement.
    4. If the Services must be adjusted pursuant to Article 3.3, MrWork may charge the additional costs incurred up to and including the proposal to adjust the Services. MrWork will inform User about this in a timely manner. MrWork may also charge these costs if User does not agree with the proposal to adjust the Services.
  4. Duration and termination
    1. The term of the Agreement between MrWork and User shall commence on the date set forth on the Order Form, and in the absence of such a start date on the Order Form, the term of the Agreement shall be deemed to commence on the date MrWork provided User with access to the Software or commenced performance of Support Services(Start Date).
    2. MrWork and User enter into the Agreement for a fixed term. The Standard Term of the Agreement is three (3) calendar years from the Start Date, unless the Parties agree in writing to a different term. After the end of the Standard Term of the Agreement, the Agreement will be tacitly renewed for successive one-year periods(Renewal Term) unless a Party terminates the Agreement by giving written notice to the other Party at least three (3) months prior to the end of the Standard Term or a Renewal Term.User cannot terminate the Agreement prematurely, unless this possibility is explicitly included in the Agreement and with due observance of the notice period agreed upon thereby, or if Parties agree on this during the Agreement after mutual consultation (e.g. based on weighty reasons from User that cannot be resolved after consultation).
    3. Individual Services can only be cancelled during the term of the Agreement if the Parties agree to this after mutual consultation (for example, on the basis of weighty reasons from the User that cannot be resolved after consultation). In this case, cancellation is only possible within the agreed term. Upon timely cancellation of individual Services in accordance with the Agreement, MrWork will refund to User the fee already paid for Services not provided.
    4. A Party may suspend the Agreement if it is temporarily unable to fulfill its obligations due to circumstances (beyond its control or of which it was unaware).
    5. Either Party may terminate the Agreement with immediate effect, without any notice being required and without being liable for any damages resulting from the termination, in the event the other Party:
      1. has been dissolved or liquidated, or is in a state of dissolution or liquidation;
      2. has been granted suspension of payments or declared bankruptcy;
      3. Is placed under guardianship or dies; or
      4. due to other circumstances can no longer freely dispose of his assets.
    6. The Parties may immediately terminate or dissolve the Agreement, without the need for any notice of default, if the other Party fails to fulfill its obligations under the Agreement, in full or on time. In such case, such Party must pay or indemnify the other Party for damages.
    7. Upon termination of the Agreement, MrWork will deny the User access to the Software.
  5. Rates and billing
    1. MrWork uses the rates as agreed upon between MrWork and User that are included in the Order Form.
    2. Rates are exclusive of any expenses incurred by MrWork and exclusive of VAT and other government levies. Any expenses incurred by MrWork must be approved in writing by User in advance before they can be charged.
    3. All costs related to the establishment of the Agreement shall be borne by User.
    4. Invoicing takes place per year at the beginning of each contract year and the payment term used for invoices is thirty (30) days after the date, unless otherwise agreed on the Order Form. MrWork may deny the User access to the Software and Services if payment is not made within the payment period.
    5. MrWork reserves the right to revise prices for the Services from time to time (for example, when new functionality or features are added to the Software). MrWork will notify User in advance of any price change including the date on which such price change will take effect. Upon the price change, User has the option to terminate the Agreement by the date on which the new price change will take effect.
    6. MrWork reserves the right to index the prices for the Services annually using the service price index (DPI) of the CBS. The cancellation option in the event of an increase in the prices for the Services from Article 5.5 does not apply in the event of annual indexation of the prices for the Services by MrWork using the service price index (DPI).
  6. Software and Modules
    1. MrWork's Software consists of several Modules:
      1. Brands/Brand Activation: This Module is aimed at strengthening the User's brand, with the aim of having the User generate more awareness as an employer among relevant target groups. The (personal) data processed in the context of this Module are not stored in MrWork's systems, but remain in the User's digital environment. MrWork therefore does not process any personal data for this Module.
      2. Jobs: The purpose of this Module is to reach the right target group for User's vacancies. The (personal) data processed in the context of this Module are not stored in MrWork's systems, but remain in the User's digital environment. MrWork therefore does not process any personal data for this Module.
      3. Leads/Lead Generation: The purpose of this Module is to generate Leads for User's vacancies. However, the (personal) data processed in the context of this Module are stored in MrWork's systems, with MrWork acting as a 'processor' within the meaning of privacy legislation (see Art. 8.2).
    2. User may purchase the above Modules each separately or in combination. User can add Modules during the Agreement. MrWork will integrate the purchased Modules into the Software environment provided to User.
  7. Supply Software and (Supporting) Services.
    1. MrWork will modify the Software to make it suitable for User. The Software will be electronically accessible to User as of the Agreement.
    2. The Software is provided by MrWork in accordance with the Service Level Agreement (Exhibit B).
    3. The Services and Support Services are provided by MrWork in accordance with these Terms and Conditions and any additional agreements between MrWork and User. MrWork provides its Services and Supporting Services to the best of its ability, does not guarantee that the Services and Supporting Services will always meet User's expectations with respect thereto, e.g., familiarity or number of Leads.
    4. MrWork may change the Support Services and/or the use of the Software at the User's request. When changing the Support Services and/or the use of the Software at the User's request, MrWork may increase or decrease the agreed price. MrWork will, if this is possible, provide a quotation thereof. User has the option to accept or refuse the change and price. If User refuses the change, the use of the Software and the fulfillment of the Support Services will remain the same.
  8. Privacy
    1. Depending on the Modules chosen, it is possible that MrWork may process personal data on behalf of User in the context of the Services. If this is the case, the Parties will enter into a processor agreement, whereby User acts as data controller and MrWork as processor within the meaning of the AVG. If applicable, this processor agreement is enclosed as Appendix C.
  9. Intellectual property
    1. "Intellectual Property Rights", are all existing and future, registered and unregistered, intellectual property rights worldwide, including but not limited to: copyrights, patent rights, database rights, trademark rights, design and model rights, neighboring rights, trade name rights, trade secrets, rights to know-how, licenses, domain names, property rights and processes.
    2. Each Party retains ownership of its Intellectual Property Rights developed outside of or prior to the signing of this Agreement.
    3. User warrants to be the exclusive owner of all Intellectual Property Rights in all Expressions, materials and other information User provides or uses/creates within the Software, such as the campaigns, under the Agreement.
    4. User grants MrWork a worldwide, transferable, sublicensable, non-exclusive and royalty-free license to use the materials and Expressions provided by User under the Agreement.
    5. MrWork is the exclusive owner of all Intellectual Property Rights to and with respect to the Software (Modules) (including underlying source and object code), the (Supporting) Services developed and/or used in performance of the Agreement. MrWork is also the exclusive owner of all Intellectual Property Rights to and with respect to other information and services offered by MrWork, including, but not limited to: the Website, files and materials.
    6. MrWork retains exclusive ownership of and Intellectual Property Rights to all contributions and other modifications and/or additions to the Software (Modules), and (Supporting) Services, including, but not limited to, all extensions, updates, modifications, concepts, creations, developments and improvements. For the avoidance of confusion, any Intellectual Property Rights of User are excluded from this (see also Article 9.2-9.3).
    7. The User is not permitted to rebuild or reproduce the Software or underlying (source and object) code, whether by reverse engineering or otherwise. If User needs information to achieve interoperability of the Software with internal software that is not documented, he must request written permission from MrWork. The User is not allowed to remove any indication regarding copyrights, brands, trade names or other Intellectual Property Rights from the Software.
  10. Use of the Software
    1. Subject to compliance with these Terms, MrWork grants to User a limited, non-exclusive, non-sublicensable, non-transferable and revocable license to access and use the Software solely for User's own internal use, and solely in a manner that complies with all legal requirements applicable to use of the Software, including these Terms. MrWork may revoke this license at any time, in its sole discretion. User may only allow the Software to be used by persons in line with the Parties' agreements thereon.
    2. As a condition of use of the Software, without MrWork's express instruction or consent thereto, User shall not, among other things, be permitted, nor shall they be permitted, through third parties:
      1. (attempt to) sell, sublicense, distribute, encumber or merge access to (the content of) the Software into or with other software;
      2. access or attempt to access non-public or secure portions of the Software;
      3. send viruses, worms, junk mail, spam, chain letters, unsolicited offers or advertisements of any kind;
      4. examine, scan or test the Software, or violate any security or verification;
      5. Use automated software systems to extract data from the Software
        ('(screen)-scraping');
      6. attempt to reverse engineer, decompile, disassemble or otherwise retrieve the source code, object code or underlying structure, ideas, know-how or algorithms relating to the Software, documentation or data relating thereto;
      7. Use the Software (Modules) in a way - or create content with it - that infringes the rights of third parties, such as Intellectual Property Rights / privacy rights;
      8. create derivative works of any kind;
      9. Use the Software for unlawful or illegal purposes;
      10. create or attempt to create competing versions of the Software or any software with features similar to those of the Software; and/or
      11. try directly or indirectly:
        1. copy or republish the Software;
        2. damage to or with the Software or otherwise misuse the Software.
    3. If User violates any of the provisions of this article, MrWork is entitled to immediately deny User access to the Software and terminate the Agreement with immediate effect without further notice, without prejudice to MrWork's right to claim damages.
    4. MrWork is entitled to apply and incorporate tools into the Software to detect and monitor misuse.
  11. User Obligations
    1. User shall at all times fulfill its obligations as set forth in these Terms and Conditions and the Attachments.
    2. User is responsible that her use of the (functionalities within the) Software is in accordance with legal obligations and the conditions attached to it by MrWork's suppliers.
    3. User is solely responsible for the technical operation and maintenance of its (and its employees') Internet connection, internal network, operating systems, devices and all other systems relevant or necessary for undisturbed use of the Software.
    4. User shall use the Software only for the purpose described in the Agreement. If User wishes to use the Software for any other purpose, User must obtain prior written permission from MrWork.
    5. In the event of reasonable suspicion that a User's account is being used in violation of any use-restriction provision in these Terms or Attachments, MrWork is entitled to immediately block the account. This does not affect any other rights of MrWork mentioned in these Terms or rights granted by law.
  12. Secrecy
    1. MrWork and User shall keep all Confidential Information they exchange in the context of the Agreement and negotiations confidential from third parties. Information is considered confidential if it arises from the nature of the information or the information is explicitly designated as confidential by MrWork and/or User(Confidential Information).
    2. Confidential Information shall include, but not be limited to:
      1. the contents of this Agreement, the Terms and Conditions and the Attachments;
      2. any financial, commercial and operational information that User or any of its group companies makes available to MrWork;
      3. any information designated as confidential by MrWork and/or User or any of its group companies;
      4. information that MrWork reasonably knows to be of a confidential nature.
      MrWork and User will not use or disclose Confidential Information for any purpose other than as necessary in the performance of the Agreement.
    3. MrWork and User shall not be obliged to pay damages or compensation if they are legally obliged to disclose the Confidential Information and comply with such legal obligation. If a Party is required by law to disclose any Confidential Information, such Party shall not disclose more Confidential Information than is necessary to comply with the relevant legal obligation.
    4. During the term of this Agreement and for a period of 3 years after the Agreement is terminated, MrWork will keep User's Confidential Information confidential and will not share it with any third party without User's prior written consent.
  13. Liability and indemnities
    1. The Software is provided "as is" and on a "best effort" basis.
    2. In no event shall MrWork be liable for:
      • damage that arises because MrWork, in performing the Agreement, has relied on incorrect or incomplete information or Expressions provided by User;
      • any damages caused by User's use of the Software, including damages caused by User's campaigns, materials or other expressions created and/or posted using the Software;
      • damages resulting from hacking, sabotage, or other unauthorized access or use of the Software or user accounts due to the negligence of the User or its employees;
      • MrWork's failure to perform its obligations under these Terms if such failure is due to events beyond MrWork's control (e.g., network failure or failure of a MrWork supplier);
      • any damage or alteration to User's property resulting from the installation or use of the Software; and/or
      • damage caused by improper use of the Software by the User, for example, failure to follow MrWork's instructions for use.
    3. MrWork shall never be liable for indirect damage suffered by User.
    4. MrWork strives to display the Expressions submitted by User on Social Media as accurately as possible. MrWork is not liable for any damage caused by any changes in the Expressions when they are posted.
    5. If MrWork is nevertheless liable for any reason, liability is in any event limited to the annual invoice price of the Agreement.
    6. If the User acts in breach of any of his obligations under the Agreement, the User shall be liable to MrWork for compensation for damages suffered or to be suffered by MrWork.
    7. Only if the User has taken all necessary measures to limit the damage and/or prevent other damage, the User may claim damages under the Agreement. This right expires if the User has not informed MrWork within 30 calendar days after the discovery of the damage and sent all relevant information thereon.
    8. Nothing in these Terms shall exclude or limit MrWork's liability where it cannot be excluded or limited under applicable law.
  14. Indemnification
    1. To the extent permitted by law, User shall indemnify and hold MrWork harmless from and against all liabilities, damages, losses and costs (including settlement costs and reasonable attorneys' fees) arising out of claims by third parties who suffer damages as a result of performance of the Agreement, unless the cause is attributable to MrWork or is at MrWork's risk.
    2. User also indemnifies MrWork for all third party claims related to (the content of) the data collected, disseminated or processed by User by means of the Software, including all personal data collected and processed within the meaning of the AVG.
    3. In the event that third parties sue MrWork, User shall assist MrWork both extra-judicially and judicially and do everything that may be expected of him, unless the cause is attributable to MrWork or is at MrWork's risk.
  15. Force majeure
    1. The Parties need not perform their obligations under the Agreement if a Force Majeure Event occurs. Force majeure occurs when a Party is unable to perform its obligations due to one or more circumstances not attributable to the Party (including but not limited to outages of the Internet or any public telecommunications network, hacker attacks, (distributed) denial of service attacks, virus or other malicious software attacks or infections and power outages).
    2. The other Party may suspend the obligations under the Agreement during the period of force majeure. If this period lasts longer than 3 months, the other Party may dissolve Agreement, without Parties being obliged to pay damages.
    3. If MrWork has already fulfilled part of its obligations under the Agreement before the force majeure occurs and this part has independent value, MrWork may send an invoice for the fulfilled part.
  16. Other provisions
    1. If MrWork does not enforce (parts of) these Terms, this shall not be construed as consent or waiver of the right to enforce it at a later time or against another User.
    2. User cannot assign its rights and obligations under these Terms and the Agreement to third parties.
    3. MrWork may assign and/or transfer all rights and obligations in these Terms and Conditions in the event of a merger, acquisition or sale of assets, by operation of law or otherwise.
    4. MrWork has the right to modify these Terms and Conditions during the term of the Agreement to which they apply. MrWork's policy is not to make major changes. MrWork will try to implement changes only as a result of, among other things, changes in its business operations, working methods or in legislation or regulations. In that case, MrWork will inform User in writing.
    5. The invalidity or unenforceability of any provision of these Terms shall not affect the validity or enforceability of any other provision of the Terms. The invalid provision shall be deemed superseded by a valid and enforceable provision that meets the objectives of the parties to the greatest extent possible.
    6. These Conditions including any attachments and the Order Form constitute the entire agreement between the Parties. Amendments to the Terms and Conditions are valid only if agreed in writing (including by e-mail).
    7. If the Parties make changes and/or exceptions to these Terms and/or Agreement by agreement, the Parties will include these changes and/or exceptions in an appendix which forms part of these Terms and Agreement.
  17. Applicable law and competent court
    1. The Agreement and the Services shall be governed by and construed in accordance with Dutch law.
    2. All disputes arising out of or related to the Agreement and/or the Services will be submitted exclusively to the competent court in Rotterdam.
  18. Questions, comments and suggestions
    1. MrWork strives to provide Users with optimal service. If you have a question, comment or suggestion, please contact us using the contact information below. You can also use the contact form on our Website. We usually reply to messages within 2 business days.

Questions, comments and suggestions

MrWork B.V.
Haringvliet 100
3011 TH Rotterdam

T: 010 737 15 21
M: AV@mrwork.nl
W: www.mrwork.nl

Chamber of Commerce number: 57298890
VAT number: NL852521480

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