1. Definitions and interpretation

1.1.Definitions

Account: means the account created on the Platform by the User upon registration on the Platform.

Admin: means any individual or entity operating the Platform, under the control and responsibility of the Company.

Application Form: means the form which needs to be filled in by any User, containing the information necessary in order to create an Account.

Authorized Activities: means any consulting activity authorized from time to time by the Company to be admitted on the Platform, such authorization being at the sole discretion of the Company.

Availability(ies) : means for each Consultant, his/her availability status for a specific period, as further described in article 3.2.1

Business Day: means a day on which commercial banks and exchange markets are open for business in Luxembourg (other than a Saturday, Sunday or public holiday);

Content: means any comments, messages, information, materials or content of any kind (text, images, videos, photographs, comments, trademarks, corporate names etc.), made available by a User on the Platform.

Client: means any legal entity or individual, using the Platform for strictly professional purposes, with a view to entering into contact with or being put into contact with one or more Consultants in order to entrust them with completion of a Job.

Confidence Level: means the indicator associated to each Skill for a specific Consultant at a specific time which represents the Platform’s assessment of the reliability of the Consultant’s Skill Proficiency. This indicator will increase when the Consultant has provided evidence of its proficiency for a specific Skill (e.g. professional certification, visible endorsement, testimony, test…)

Consultant: means any individual or legal entity offering services to Clients via the Platform.  Where any individual offering services to Clients via the Platform does so via any personal service company or other intermediary (other than WPYiT), then the term Consultant shall refer to that individual and the relevant personal service company or other intermediary (excluding WPYiT) through which he/she contracts unless the context otherwise requires.  Where the Consultant is a legal entity then the term Consultant shall also include a reference to the individuals engaged by that legal entity in the provision of the relevant Job, provided however that such individuals have a sufficient link with the entity (employee, officer) and are not a sub-contractor of that entity.

Consulting Agreement: means the contract concluded between a Client and a Consultant related to the performance of the tasks described in the Job Posting. A Consulting Agreement may consist, either in the standard Consulting Agreement provided for under article 3.2.3, §.1 and 2, or in the Customized Contract provided for under article 3.2.3, §.3,

GDPR (General Data Protection Regulation):  means the EU Rule UE 2016/679, applicable to personal data processing in Europe.

Interest Level:  means the self-declared interest in using a particular Skill in projects. This reflects the Consultant work preference.

Invoicing Mandate: means the invoicing mandate entered into between the Consultant and the Company, the terms of which are specified in article 2.2.2 of the Terms and Conditions, pursuant to which the Consultant agrees to entrust the Company, in accordance with applicable regulations, with drawing up and issuing invoices for Jobs completed for a Client via the Platform.

“Intellectual Property Rights” or “IPR” : means all patents (including all reissues, divisions, continuations, and extensions thereof) and patent applications, trade names, trademarks, service marks, logos, trade dress, copyrights, trade secrets, mask works, rights in technology, utility models, know-how, rights in content (including performance and synchronization rights), or other intellectual property rights that are in each case protected under the Laws of any governmental authority having jurisdiction.

Job: means a consulting engagement opportunity, materialized by the description of a specific task assigned by a Client to a Consultant on the Platform, defined by a certain number of characteristics (dates, duration, location, client, objective, deliverables…).

Job Post(ing): means the action consisting in publishing a Job on the Platform.

Job Price: means the amount, exclusive of tax, freely agreed between the Client and the Consultant for the performance of the Job, as proposed by the Consultant and accepted by the Client under a Consulting Agreement.

KYC (Know Your Customer): means the process applicable to Consultants and Clients to comply with the law, regulation, Payment Service Provider’s requirements and more generally intended to avoid hosting any illicit activity or fake profile on the Platform.

Matching Engine: means an internal system developed on the Platform, which enables to create a ranked list of available profiles matching a business requirement expressed in a Job Posting.

Milestone(s): means one or several event(s) agreed upon under the relevant Consulting Agreement and entitling a Consultant to a partial payment of the Job Price.

Moderation: means all the actions performed by the Company and/or the Admin on the Platform to maintain an adequate level of security, professionalism, and ethics at all steps, consisting in validating actions, modifying or deleting values or data, taking actions against/towards Users (notifications, messages…) up to banishment from the Platform.

Offer Submission: means the service proposal made by the Consultant on the Platform in response to a Job Post, drawn up under a structured format through the Platform.

Payment Service Provider (PSP): means the fintech integrated in the Platform, processing the payments related to the Jobs.

Platform: means the website operated by the Company at www.wpyit.com and www.weputyouintouch.com, as well as any web or non-web application related to the Services proposed by the Company.

Proficiency Level: means the self-declared proficiency related to a specific Consultant Skill.

Search Engine: means an internal system developed on the Platform, which enables to query the Consultant or Job database by specifying search criteria.

Services: means all services provided by the Company as defined in Article 3.1 hereof.

Skill:    means the specific competency of a Consultant, based among others on his/her/its proficiency, interest and confidence level.

Users: refers to Consultants and Clients registered on or connected to the Platform.

Validation: means the process defined in the relevant Consulting Agreement at the end of which the Client declares on the Platform that the Job or Milestone performed by the Consultant is complete and compliant with the Offer Submission.

1.2  Interpretation

a) The headings herein are for convenience only and shall not affect the interpretation hereof;

b) References herein to conditions, paragraphs or sub-paragraphs or annexes are to conditions, paragraphs and sub-paragraphs hereof or to the annexes hereto;

c) Any annexures or schedules to these Terms and Conditions form part of these Terms and Conditions and shall have effect as if set out in full in the body of these Terms and Conditions. Any reference to these Terms and Conditions includes any annexures or schedules;

d) A reference to these Terms and Conditions or to any other agreement or document referred to in these Terms and Conditions is a reference to these Terms and Conditions or such other agreement or document as varied or novated in accordance with their terms from time to time;

e)Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular and a reference to one gender shall include a reference to the other gender;

f) Any words following the terms including, include, in particular, for example, inter alia, e.g. or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms;

g) A reference to a statute or statutory provision or to other regulatory provisions is a reference to them as amended, extended or re-enacted from time to time and shall include all subordinate legislation and implementing provisions made from time to time;

h) Any obligation on a Party not to do something includes an obligation not to allow that thing to be done.

2. Registration on the Platform

2.2.Conditions governing User registration on the Platform

The access to the Services is subject to the creation of a User Account registered on the Platform.

The Platform is intended for use only by professionals – and not by Consumers – and for Authorized Activities. The Company reserves the right to refuse or cancel registration for profiles which would not fit in the Authorized Activities at any time.

In order to access and use the Platform or register an Account, the User must be at least 18 years old and of legal age to contract and use the Platform in accordance with these Terms and Conditions.

The User is required to provide accurate information and undertakes to immediately update said information in the event of any change.

The User confirms that, on registering an Account, the User is registering as a professional and not as a Consumer. For the avoidance of doubt, references to individuals within these Terms and Conditions are references to individuals acting as professionals.

Access to the Account created is protected by a username and password chosen by the User when registering on the Platform. The User alone is liable for any use which it may make of its username and password and is responsible for keeping them confidential and for any use made of its account.

Except as otherwise expressly provided for in these Terms and Conditions or as otherwise expressly agreed with the Client in any other agreements entered into between the Company and the User, the Company does not assume any responsibility for checking any User’s identity.

User is also reminded that his/her/its admission on the Platform and the use of the Services are also dependent upon his/her/its validation by the Company’s PSP and that the adherence to these Terms and Conditions entails the adherence to PSP’s terms and conditions as well before final registration. Registration can only be finalized with PSP validation.

In the event that a User provides false, inaccurate, out-of-date or incomplete data (or fails to keep information provided up to date), the Company will be entitled to suspend or close their Account and refuse any future access to all or part of the Services.

2.2. Conditions governing Consultant registration on the Platform

2.2.1. In order to be referenced as a Consultant on the Platform and be visible to Users, Consultants must complete their profile page with accurate comprehensive information required in the Application Form and keep their Account up-to-date.

Consultants must meet all professional authorization requirements in relation to their self-declared professional activity and are required to specify where they are registered or their usual place of residence as well as their main area of activity.

Consultants’ access to and use of all or parts of the Platform is conditional upon completing their profile page and meeting certain criteria, such as completing a verification process and meeting specific quality and eligibility criteria, including that the Consultant’s access and use shall be subject to such checks as the Company may undertake in the Company’s discretion, including regarding the legal status and financial standing and reputation of the Consultant.

2.2.2. Invoicing Mandate.

The Consultant acknowledges and agrees that the creation of an Account on the Platform implies its unconditional consent for entering into an Invoicing Mandate with the Company. Under the Invoicing Mandate, the Consultant (acting as principal) exclusively entrusts the Company (acting as agent), with: (i) drawing up and issuing its invoices for the Jobs carried out via the Platform; and (ii) collecting payment of said invoices, on the Consultant’s behalf.

2.2.3. Consultants will be required to respect all obligations incumbent upon them by virtue of legislation applicable to their status in their country of residence, as well as the obligations arising from their use of the Platform.

2.2.4.In the case of self-employed professions for which exercise of the Activity by the Consultant is subject to compliance with access criteria or conditions of practice that are subject to a regulatory framework imposed by law or regulation (including regulated professions), the Consultant undertakes to ensure they have: (i) the right to practice the profession; and (ii) the right to carry out the Jobs for which they advertise on the Platform.

2.2.5. In addition, if the Consultant wishes to benefit from an invoice financing service offered by one of the Company’s partner finance companies, whenever and if such service is made available, the Consultant undertakes, as may be relevant, to sign an accounts receivable transfer agreement, or any other equivalent document, allowing the Company to manage the financing of their invoice in their name and on their behalf.

3. The Services and the functioning of the Platform 

3.1.1.Status

The Services provided by the Company and the Platform under these Terms and Conditions exclude any provision of staff entering in the framework of temporary work (travail temporaire) or labor law in general.

The Company is not:

• a consulting firm,
• a recruitment agency,
• an outplacement or interim agency,
• a B-to-C service provider.

The relationship between the Company and the Users established under this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to: (a) give either Party the power to direct and control the day-to-day activities of the other, (b) constitute the Parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking, or (c) allow either Party to create or assume any obligation on behalf of the other Party for any purpose whatsoever.

The Company and the User are independent parties, each one acting in their own name and on their own behalf.

The Consultant, when acting as an entity, undertakes not to sub-contract any Job to any individual. The performance of such Job shall compulsorily be made by an employee or officer of such entity.

The Company does not enter into any contract in the name and/or on the behalf of a Consultant or Client, the latter contracting directly on the Platform.

Consequently, the Company cannot under any circumstances be considered as an employee/employer of a User.

The Company shall not be liable for the performance of the Jobs

The Users shall bear any taxes, levies and social security costs related to the Job, including any social and tax withholdings on the payments made with respect to the Job Price.

 3.1.2.Core Services

The Company shall, against payment of the Commission provided for in article 5.1, provide the following Services:

–> Services to all Users, allowing the latter to:

• • create an Account on the Platform;
  • connect Consultants and Clients via the Platform through the means of internal communication channels (logged);
  • make use of the payment methods available to secure the roll-out of a Job;
  • Make use of standard consulting contract terms;
  • Have access to a Q&A zone.

–>Services to Clients, allowing the latter to:

• • Publish Job Postings on the Platform or address a business issue and collect Offer Submissions;
  • Search directly in the Search Engine for Consultants/Skills that match business need/issue and get the number of matching profiles for the relevant Job;
  • Manage contracts, invoicing and reporting in a single tool/format, have access to reporting & analytics tools giving Users up-to-date and useful insights;
  • use automatic recommendation tools for Consultant profiles.

–>Services to Consultants, allowing the latter to:

• • Search for business opportunities by consulting the Job Postings and propose Offer Submissions;
  • Advertise their Skills and experience;
  • Manage their procurements, the legal aspects of their Job assignment and their invoicing via the Platform, under the Invoicing Mandate;
  • Connect with other professionals;
  • make use of a document management portal to access legal and administrative documents related to the Services provided by and through the Platform

3.1.3. Additional or optional Services

Whenever available, the Company may, in addition to the Services described above in article 3.1.2, and against payment of the relevant Additional Service Fees provided for in article 5.2, provide the following Services (the “Additional Services”):

• Optional Services to Users:

– Community Service: the Company may allow Users to access a collaborative community of Consultants, allowing them to:

• • Exchange between participants,
  • Build joint Offer Submissions (Consultants, Consulting firms) to Clients
  • Assess the Skills of other Consultants on their profile.

– Communication Service: the Company may also offer chat, mail/messages and Visio services

 – Third Party-Integrated Services: more generally, the Company may offer from time to time any Additional Services through third party providers.

• Optional Services to Consultants:

-Pooling Service: pools of Consultants may be created, upon availability of such Service, allowing Consultants to post a resource or search for Job opportunities, find additional resources for specific needs (the “Pooling Service”).

-Academy Service: the Company may create an academy, offering Consultants’ training and using Users’ expertise for matching Clients’ expectations.

-Factoring Service: Consultants may receive the financing of their invoice through one of the financial partners, upon availability of such Service. By contracting a Job with a Client who benefits from the Factoring Service, Consultants shall unconditionally accept to receive the financing of their invoices. They shall then entrust the Company with the scheme to present their invoice to the Company’s financial partners as listed from time to time and accept without reservation the general terms and conditions of sale of such financial providers.

• Optional Services to Clients:

-Sourcing Services: a bespoke consulting Service allowing the Company’s teams to look for Consultants which meet the criteria fixed by the Client;

-Customized Interface: the creation by the Company of a customized Platform for the Client, allowing collaborative use by several of the Client’s employee Users;

-Multiline Service: the provision of an online validation system allowing collaborative use by several of the Client’s employee Users;

-Contract Customization: offering the possibility for Clients to customize their contractual relationship with the Consultants

-Insights Service: the provision, for the benefit of the Client, of a management and contractualization tool for data regarding Jobs created by the Company, making it possible to: (i) monitor the evolution of the number of Jobs in progress and completed for the Client; (ii) centralize and monitor all invoices and payments made on the Platform; and (iii) set up alerts and implement internal management rules specific to the Client.

If the User requires any Additional Services, the provision of such Additional Services shall be subject to the parties agreeing the terms and conditions upon which Additional Services shall be provided.

3.2. Functioning of the Platform and Users’ obligations

3.2.1.Connection via the Platform

Clients can contact Consultants after having posted a Job on the Platform;

(i) Either through the results of the automatic Matching Engine showing relevant profiles;

(ii) Or when a Consultant applies for the posted Job

Clients can also search for Skills that match their business needs directly in the Search Engine and get only the number of matching hits.

In order to fully benefit from the Search and Matching Engine capacities, Consultants shall always indicate their Availability by updating their status according to the Availability options offered by the Platform.

The Matching Engine will only propose Consultants whose status is set to available for the duration/time indicated in the Job Posting.

Filters will allow Users to narrow down their search according to area of expertise, Skills, availability, location etc.

Results will be displayed with a ranking considering matching adequacy and Confidence Level.

During this phase, the Company reserves the right to obtain, and the Consultant undertakes to provide, any other document for the purposes of demonstrating the conformity of the Consultant’s legal status, and making them available to the Client.

3.2.2. Issuing Offer Submissions

After discussing the scope and terms and conditions of the Job, the Consultant shall send to the Client an Offer Submission via the Platform.

3.2.3. Contract generation / uploading

 In case of agreement between Consultant and Client on an Offer Submission and unless either User specifies otherwise, a standard Consulting Agreement related to the Job will be generated automatically by default. The Consultant shall fill in contract details by updating the final Job offer characteristics contained in the Offer Submission. The Client shall validate the details and the standard terms and conditions of the Consulting Agreement shall then apply.

Users expressly accept that by double clicking on the acceptance notice of the standard Consulting Agreement, once the latter is generated by the Platform, such double clicking will be deemed to express the full and unconditional acceptance of the terms thereof.  

Users are free to conclude a consulting contract using their own wording and own signing or consent method (“Customized Contracts”). In this case, Users undertake to upload such contracts on the Platform. Failing this, the Job Price transferred to the PSP bank account shall remain blocked until receipt of such contract. The Company shall have no liability whatsoever in connection with the validity of any Customized Contract. Users expressly waive any right or remedy they may have against the Company in connection with the content or the validity of any Customized Contract.

3.2.4. Validation and invoicing of the Job

Client shall validate the Job or a Milestone pursuant to the terms agreed upon under the relevant Consulting Agreement.

Upon Validation of the Job or a Milestone, an invoice will be drawn up and issued by the Company in the name and on behalf of the Consultant, in accordance with the Invoicing Mandate and with the relevant provisions of the Luxembourgish Loi du 12 février 1979 concernant la taxe sur la valeur ajoutée, as amended from time to time (the “VAT Law”)

The Consultant agrees to upload to the Platform all documents that may be required or otherwise reasonably requested by the Company in order for the Company, the Consultant and any relevant Client to meet each of their own obligations in respect of any concealed work and transparency rules, KYC requirements (including those of the PSP) or any other applicable tax evasion, anti-money laundering, anti-bribery or modern slavery requirements or compliance obligations.

The Consultant shall send the Company all information required for the preparation of invoices, which can only be issued by the Company once the Client has issued a Validation of the Job in accordance with the relevant Consulting Agreement.

Consultant undertakes to provide the Company with accurate information so that the latter may issue the invoices adequately.

In the event of a request to rectify an invoice, the Company undertakes to issue an amended invoice. However, any amendment due to inaccurate information provided by the Consultant will entail a surcharge of EUR 150,- (one hundred fifty euros) per invoice. Pursuant to the VAT Law, invoices issued to the Client by the Company will expressly refer to the parties to the Invoicing Mandate insofar as they will bear the following mention: “Invoice issued by [Company name] in the name and on behalf of [Consultant’s name/corporate name]”, or any equivalent mention.

The Consultant acknowledges that the updating of any information provided to the Company relating to its legal, accounting and tax situation is essential to performance of the Invoicing Mandate and undertakes in this respect to immediately inform the Company of any change likely to impact its legal, accounting and tax situation (including changes to: registered office, corporate form, VAT status, etc..).

Provided that the Consultant has provided the Company with all necessary and accurate information in due time regarding the Consultant and in respect of the relevant Job to which the invoice relates, the Company undertakes to comply with all applicable legislation on invoicing, and in particular to ensure that the appropriate accounting and tax information (including VAT) is mentioned on the invoices issued. Consultants remain solely responsible for their accounting and tax obligations regarding the issuance of their own invoices.

It is expressly acknowledged that the Company is only an agent of the Consultant, when issuing invoices on his/her/its behalf within the framework of the Invoicing Mandate. Consequently, any liability for tax obligations (including but not limited to VAT declarations and payments) remains with the consultant.

The Invoicing Mandate is one of the Services provided by the Company, the financial consideration for which is included in the Commission payable to the Company under article 5.1.

The Company will provide the Consultant with a copy of all invoices issued under the Invoicing Mandate. The Consultant will promptly dispute any invoices issued by the Company in their name and on their behalf, and no later than three days after the issuance of such invoice.

The Invoicing Mandate will immediately enter into effect as from acceptance (including deemed acceptance) of these Terms and Conditions and remain in effect until the agreement is terminated for any reason whatsoever or the Company terminates the Invoicing Mandate.

3.2.5. Provisioning by the Client of the Job Price

Upon each Validation of a Job or Milestone, or if an upfront payment has been agreed upon under the relevant Consulting Agreement., the Client shall transfer the sum agreed upon to the PSP Account put at the User’s disposal by and as is specified by the Company under article 6, allowing the Consultant to start the Job.

By validating the Job or a Milestone, the Client definitively waives any right it may have had to make any claim or take any other form of recourse it might have had against the Company regarding any payment made with this respect. The Company may release the amounts set aside for the Consultant, without any prior formality.

Validation of the Job or of a Milestone by the Client on the Platform results in final payment to the Consultant, after deduction of the commission payable to the Company under article 5.1.

Consultants will start to perform their Job as soon as the relevant Consulting Agreement has been agreed upon. Any Job started before will be at the Consultant’s own risk and peril. The Company shall not be liable to the Consultant for any losses incurred as a result of the Client’s failure to comply with this article 3.2.5.  The Consultant expressly waives any right or remedy it may have against the Company in connection with this article 3.2.5.

The Client shall not request cancellation of any sums paid electronically through the Platform, by way of its financial institution (or otherwise), after the Validation of any Job or Milestone.

The Company may have to withhold any sums due to the Consultant, by reason of a court or bailiff order; the Consultant expressly holds the Company harmless with this respect.

4. Access to the Platform and performance of the Services

Access to the Platform and Services is reserved exclusively for registered Users.

Users undertake to take personal responsibility for setting up the IT and telecommunications equipment necessary to access the Platform.

Telecommunications costs for connection to the Internet and use of the Platform are the sole responsibility of a User.

Subject to the remainder of this Article, the Company shall:

• provide the Services with reasonable care and skill; and
• use reasonable endeavors to make the Platform accessible to Users on a 24/7/365 basis.

The Company reserves the right, without notice or compensation, to temporarily or permanently close the Platform and/or access to one or more Services in order to make updates or modifications to operational methods, servers and hours of accessibility, without this list being exhaustive.

The Company reserves the right to make any modifications or improvements to the Platform and Services which it deems necessary or useful as part of the proper functioning of the Platform and its Services.

The Company shall not be responsible (and the Company shall not be in breach of its obligations under the agreement, including under this article 4) if a User is unable to access the Platform or any Services due to: (a) maintenance, support or upgrade of the Platform; (b) any acts of omissions of any User, including failures of the Users’ systems (including hardware and software), networks (including connections and interfaces), or equipment; (c) if and to the extent the Company is entitled to restrict or disable access to the Platform or the Services, including pursuant to these Terms and Conditions; (d) general outages of the Internet or other commercially-available telecommunications networks; (e) any virus, worm, Trojan or other malware or malicious code or any denial of service or other system attack instigated by any person (other than the Company); or (f) any event outside of the Company’s reasonable control.

The Platform is reserved solely for Consultants and Clients and cannot be used by intermediaries or recruitment professionals acting on behalf of the final Client. In the event of breach of these access rules, in addition to the sanctions mentioned in article 17 hereof, the Company reserves the right to limit access to its Services, in particular by limiting the possibility of contacting Consultants on the Platform or using profile features. In addition to recalling the Platform’s usage rules set forth herein, this limitation of use of the Platform is not the subject of specific notice, in order to protect against any repeat of this breach of our conditions of use via a new user Account.

5. Price of the Services

5.1. Schedule of Commissions and Fees

The pricing schedule for applicable commissions for Core Services rendered under article 3.2.1. can be accessed here (the “Commission”). The obligation to pay the Commission is severally and jointly borne by the Client and the Consultant, and the Commission shall be paid following the modalities described under article 6. By accepting these Terms and Conditions, all Users expressly recognize the joint and several nature of the obligation under this article 5.1, within the terms of articles 1200 et seq of the Luxembourg Civil Code.

The pricing schedule for additional Services rendered under article 3.1.3 can be accessed here. and the costs related thereto shall be borne solely by the Party having subscribed for the relevant Service(s).

5.2.Taxes

All sums payable under the agreement are paid exclusive of any taxes (such as VAT), fees, duties or other charges, and the User shall in addition pay an amount equal to any taxes (such as VAT), fees, duties or other charges chargeable on those sums on delivery of an appropriate tax invoice.

5.3. Interest for late payment

The legal interests rate between merchants will apply when applicable to the relevant Service.

5.4. No Set-Off

All amounts invoiced by the Company shall be paid by the User in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).

6. Payment system

6.1.Upon Validation, the Client will pay the Job Price in accordance with the payment terms agreed upon under the relevant Consulting Agreement into an electronic bank account (the “PSP Account”) made available by the Company. Payment is made by bank transfer or bank card on the PSP Account.

 6.2.In order to set up the payment system, the Company has subscribed to the services of an authorised electronic PSP.

The Users shall enter directly into contracts with the PSP for advance payment and declare that they accept the PSP’s terms and conditions available here .

Receipt of funds in the context of advance payment into the PSP Account does not constitute a bank deposit and does not bear interest.

6.3.If, when relevant, a User fails to make any payment by its due date for payment then, in addition to the Company’s other rights and remedies, interest shall accrue on the overdue sum in accordance with article 5.3.

7. User Content and image & Review and recommendation system
   

7.1.User Content and image

7.1.1. The User alone is liable for any Content which they choose to upload to the Platform; the Company does not verify or control the Content before it is uploaded.

7.1.2.The User expressly warrants and undertakes not to publish any Content which is insulting, inflammatory, disparaging, slanderous, racist, xenophobic, contrary to good morals, harms public policy or the legitimate interests of the Company, other Users or other third parties or which infringes, misappropriate or breaches any third party’s rights (including any intellectual property rights, moral rights or other proprietary rights, or rights of publicity or privacy), or breaches any applicable law or regulation.

7.1.3. User agrees to comply with any Platform acceptable use policy that the Company may issue from time to time, but acknowledges that the Company has no general obligation to review, monitor or verify any User Content.  Notwithstanding the above, the Company may review, withhold from distribution/publication, remove or disable access to any User Content that: (i) is in breach of applicable law, these Terms and Conditions or the Platform acceptable use policy; (ii) may be otherwise harmful or objectionable to the Company, other Users or third parties; or (iii) where the Company reasonably determines that it is prudent to do so.  Where the Company removes or disables any Content, the Company will use reasonable endeavors to notify the User and provide the reasons for such a measure, unless such notification would: (i) prevent or impede the detection or prevention of fraud or other illegal activities; (ii) harm the legitimate interests of the Company, other Users or other third parties; or (iii) contravene applicable laws.

7.1.4. User agrees to cooperate with and assist the Company in good faith, and to provide the Company with such information and take such actions as may be reasonably requested by the Company with respect to any investigation undertaken by the Company or a representative of the Company regarding the use or abuse of the Platform.

7.1.5. License to use User’s Content

By posting Content to the Service and by accepting these Terms and Conditions, User grants the Company, for the legal duration of author’s rights protection, a royalty-free, nonexclusive, sublicensable, assignable, transferable, irrevocable, world-wide license in and to such Content and any applicable User’s Intellectual Property Rights to use, modify, perform, display, reproduce, and distribute such Content on and through the Service, on any medium permitting their use and their exploitation. Users retain any and all of their ownership rights to any Content they submit, post or display on or through the Service and are responsible for protecting those rights.

Users represent and warrant that: (i) the Content is theirs or they have the right to use it and grant the Company the rights and license as provided in these Terms and Conditions, and (ii) the posting of their Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person.

7.1.6. IPR Infringement warranty

The User represents and warrants that he/she/it owns or has the right to license the Content and all applicable Intellectual Property Rights under the terms hereof.

Consequently, the User agrees to fully indemnify the Company and shall hold the Company harmless against any and all damages and losses incurred by the Company (including reasonable legal fees and related costs) resulting from any and all claims, suits or action from any third party alleging that the Content infringes any computer program patent, trademark, copyright or other Intellectual Property Rights (the “IPR Claims”).

The Company will notify the User in writing as soon as practicable of any IPR Claim.

The Company shall permit the User or his/her/its authorised representative, at User’s cost and expense, to conduct and/or settle all negotiations and litigation arising in relation to any such infringement claim, and the Company shall (at User’s cost and expense) give User all reasonable assistance requested by User in relation to the defence, including by providing and authorising same to disclose any confidential information reasonably necessary to the conduct of such a defence.

If the use of the Content by the Company is prohibited as a result of (i) a court decision finding such Content to be infringing upon a third party’s Intellectual Property Rights or (ii) a settlement agreement between User and the infringement claiming party, User shall, in its sole discretion and at its sole expense (without limitation to any other remedies of the Company):

• obtain the rights from the infringement claiming party to use the Content, or

• replace the Content infringing element with an equivalent non-infringing element.

 7.1.7. Image right assignment

User acknowledges and agrees that the Company may capture the User’s image through, but not limited to, photographs and video for the purposes of the performance of the Services. User acknowledges that the Services provided on the Platform, so as the User’s image, are accessible to other Users. The User irrevocably assigns to the Company, against the sole consideration of the Services rendered by the latter under these Terms and Conditions, all rights arising from the User’s image rights, and agrees that the Company (and any other entity duly authorized by it) may broadcast these images in all forms (film, video, photos, newspapers, social networks, etc.) but for the sole purpose of providing the Services and any activity ancillary to them (including, but not limited to, advertising and commercial purposes). The User hereby releases and holds harmless the Company from any and all liability for the use of the User’s image and from any and all claims or rights that the Company may receive arising from the use of the User’s image. The assignment hereby granted is made for the duration of the Service, world-wide and includes the right to use, modify, perform, display, reproduce, and distribute the User’s image on and through the Service, on any medium permitting its use and exploitation.

7.1.8 Use of User’s trademark

The Company shall be authorized to use the User’s trademark or registered name as a commercial reference for the sole purposes of promoting the Service. The Company shall ensure compliance with the User’s own reasonable external communication guidelines including a reproduction of the User’s trademark and shall ensure that the User’s trademark is appropriately distinguished from its own trademarks and distinguishing marks.

7.2. Reviews and Recommendations

7.2.1. After the performance of a Job, Clients and Consultants may, but shall not be under any obligation to, review their collaboration. Reviews left by a Client may appear on the Consultant’s page, at the option of the latter. Reviews left by a Consultant may be visible to other Consultants contacted by the Client in relation to new Jobs.

Clients have one month following the completion of any Job to leave a review for a Consultant.  Reviews left by that Client cannot be modified following completion of that one-month period from completion of the Job.

7.2.2. Consultants also have the opportunity to have themselves recommended by other Users such as colleagues, friends or former Clients, with whom they have worked in the past. Recommendations may be hidden directly by the Consultant on their profile. The Consultant undertakes nonetheless not to publish, or have published, false or misleading reviews on their profile.

7.2.3. Reviews and recommendations must reflect objective considerations and cannot, under any circumstances, include defamatory, offensive or insulting elements and are subject to any Platform acceptable use policy that the Company may issue from time to time. The Company reserves the right to remove any such reviews or recommendations.

7.2.4. Users shall not seek to attempt to manipulate the reviews or recommendations system in any manner.

7.2.5. User expressly acknowledges that the Platform uses a review and recommendation methodology based on a body of corroborating elements and that such methodology may vary or change from time to time. User expressly accepts such methodology and any modification thereto “as is” and used at the User’s own risk. In particular, under no circumstances does the Company warrant the suitability of the Platform and the review and recommendation methodology to the needs of any User, or the fitness of such methodology for any particular purpose. The User will hold the Company harmless of any consequences of any nature based on the review and recommendation Service offered by the Company.

8. Users dispute management

8.1. Cancellation of the Job assignment by mutual agreement

In the event that the Job assignment is cancelled by mutual agreement (whether at the initiative of the Client or the Consultant), and provided the Job Price has already been paid for by the Client and not yet paid to the Consultant under the terms hereof, the Company will, upon reception of relevant documentary evidence, refund the Job Price to the Client, within 15 Business Days of such evidence.

8.2. Dispute between the Client and the Consultant

The Client and the Consultant will be personally responsible for the settlement of their dispute. Reference is further made to the provisions under article 10.

If provision has been made for the Job by prepayment of a deposit into the PSP Account, the Company will return said amount to the Client after deduction of a lump-sum administrative fee of EUR 150,- (one hundred fifty euros) , corresponding in particular to the costs incurred by the Company with the PSP as well as the cost of handling the dispute.

The request for the return of any sums paid by the Client in advance into the PSP Account in respect of the Job Price can only be made by the Client by registered letter with acknowledgement of receipt sent to the Company’s Client Service Department at its registered office or by e-mail at the following address: customer@wpyit.com.

The Company will return any sums paid by the Client in advance into the PSP Account in respect of the Job Price to the Client within 15 Business Days of receipt of said letter.

9. Undertakings

 9.1. The User undertakes to access and use the Platform and the Services in accordance with laws in force and these Terms and Conditions.

9.2. The User undertakes to make and complete all the necessary declarations and formalities as are required: (i) to carry out their activities and obligations in connection with the use of the Platform and other Services and in relation to each Job; and (ii) to satisfy all legal, social, administrative and tax obligations and all specific obligations incumbent upon them, as may be relevant in accordance with the laws of Luxembourg and/or any relevant foreign legislation, in the context of the use of the Platform and other Services and the performance of each Job.

If asked, the User undertakes to immediately provide the Company with all supporting documents proving that they fulfil the conditions set forth in this article.

The User alone is responsible for the proper completion of the aforementioned formalities incumbent upon them. The Company cannot be held liable in this respect.

9.3. The User undertakes to make fair use of the Platform and Services, and in particular not to circumvent the Platform and its Services. The User undertakes not to contract with a Consultant or Client (as applicable) in respect of any Job already contracted or advertised via the Platform. In particular, Users shall not make arrangements outside the Platform in order to extend a Job assignment that has been primarily contracted through the Platform.

In the event that any Consultant connected via the Platform breaches this Article 9.3, such Consultant shall pay to the Company a penalty which amount shall be EUR 10.000,- (ten thousand euros) per each breach as compensation (the “Compensation Sum”), which the Consultant undertakes to pay immediately upon receipt. The Consultant acknowledges that the Compensation Sum is proportionate when considering the Company’s legitimate interest in performance. Pursuant to the rules under article 1152 et seq. of the Luxembourg Civil Code, the Company may seek for additional remedy as may be available to it, either under these Terms and Conditions or under any other contract between the Company and the User or otherwise at law, including the right to terminate the agreement and the Services with the Consultant.

Likewise, all Users undertake not to extract any Content from the Platform for a similar or competing activity, or for recruitment purposes.

9.4. The Client undertakes to provide any Consultant with whom they enter into contact via the Platform with a sufficiently detailed Job offer which has been prepared and provided in good faith, with a view to obtaining a price proposal. All Job offers provided by the Client through the Platform must be for a genuine Job.

In this respect, the Client undertakes to ensure that the description in the Job offer is as accurate as possible and does not mislead the Consultant when drawing up the Offer Submission.

The Client also undertakes not to use the Services and the Platform to promote their activity or that of a third party. In particular, without limiting the foregoing, the Client undertakes not to send advertising messages to Platform Users or to solicit them.

9.5. The Consultant undertakes to keep strictly confidential all exchanges with Clients as well as any information communicated to them or of which they become aware when contact is made via the Platform which may or may not give rise to a Job assignment. In particular, without limiting the foregoing, Users undertake not to share with any third party, either privately or on social media, any exchange, information or extract from a conversation on the Platform messaging service. Clients and Consultants may sign additional Non-Disclosure Agreement with this respect if needed.

10. Liability
    

10.1. Liability of the Users

 10.1.1. The User acknowledges and agrees that the User alone is responsible for any direct or indirect harm they may suffer due to inaccurate, incomplete and/or misleading information provided when registering or by failing to update this information and accepts all consequences thereof.

 10.1.2. The Client acknowledges and agrees that the Client alone is liable for the description of the Job for which they request an Offer Submission from the Consultant. In the event of an error in the Job description, the Client alone will take responsibility for any necessary additional services and related extra charges by formalizing a Job Posting supplement with the Consultant via the Platform.

10.1.3. The User acknowledges and agrees that the User alone is liable for entering into and performing the contracts regarding a Job entered into with another User via the Platform. The Company’s only involvement is to establish contact and propose a standard consulting agreement. Conclusion and performance of these contracts, whether standard or customized, which takes place directly between a Consultant and a Client, are at the initiative and under the sole responsibility of the latter.

10.1.4. The Consultant acknowledges and agrees that the tools and technical resources made available by the Company do not exonerate them from liability regarding the legal obligations incumbent upon them. In particular, the Consultant acknowledges that they remain fully liable with respect to their legal and tax obligations regarding invoicing for initial and/or corrective original invoices issued in their name and on their behalf by the Company, notably concerning their declaration and payment obligations for VAT and in accordance with the Invoicing Mandate.

 10.2. Liability of the Company

 10.2.1. The Company provides Consultants and Clients with the tools and technical resources to enable them to contact one another in order to enter into a consulting service agreement via the Platform. The Company’s obligation to Users is limited to providing these resources as described herein and putting Consultants and Clients into contact.

The Company gives no guarantee regarding the volume or value of business that a Consultant may generate via the Platform and cannot be held liable for how often Consultant profiles are presented on the Platform.

As the Company is not party in any way whatsoever to the contracts for the performance of any agreement entered into between Consultants and Clients in relation to a Job, the Users are solely liable for any difficulties, claims and disputes which may arise during conclusion and/or performance of said contracts. Consequently, each User holds the Company harmless from and against any liability regarding direct or indirect consequences resulting directly or indirectly from the establishment of relationships or conclusion and/or performance of such an agreement between a Consultant and Client.

In this respect, the Company cannot be held liable for any cancellation of payment or withdrawal of direct debit authorization at the sole initiative of the Client, and the possible consequences thereof.

The Company is not responsible for hypertext links to other sites, particularly for those sites’ content or privacy policies. The Company has no control and assumes no responsibility for, the content, privacy policies, or practices of any third-party web sites or services, including that of the PSP. Users further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such web sites or services.

10.2.2. The Company will undertake commercially reasonable checks regarding the Contents and validity of information and documents communicated by the Consultants on the Platform. Nonetheless, the Company cannot be held liable in any way whatsoever for any acts of omissions of a Consultant, including for breach or other default by the Consultant of any obligations incumbent upon them, in particular in the context of the fight against concealed work and respect for transparency rules as well as any resulting damage.

Therefore, the Company cannot be held liable for false or misleading information or information which is not up-to-date communicated to it by the Consultant.

Likewise, the Company reserves the right not to communicate messages from a User to another User, including in the circumstances referred to in article 7, when they do not comply with these Terms and Conditions, or where the Company reasonably determines that it is prudent to do so.

10.2.3. Subject to any other provisions contained in the article 10.2. and article 10.3, the Company’s maximum aggregate Liability to a User (when taken together in aggregate and not per claim) shall be limited to and shall not exceed the commission currently paid by such User at the moment when the Liability cause occurred.

10.2.4. Subject to article 10.3, the Company shall not have any Liability for claims made more than eighteen (18) months after the occurrence of the breach or other event that would otherwise have given rise to liability for the Compan

10.2.5. This article 10 shall continue to apply in the event of nullity, resolution, termination, or cessation, for any reason whatsoever, of the agreement between the parties and/any Job.

 10.2.6 Subject to article 10.3, the Company shall not have any Liability to the Client for any:

• direct or indirect (i) loss of profits; (ii) loss of sales or business; (iii) loss of agreements or contracts; (iv) loss of anticipated savings; (v) loss of use or corruption of software, data or information; (vi) loss of or damage to goodwill; or (vii) losses arising as a result of business interruption; or
• indirect or consequential losses.

10.2.7. A User shall use best endeavors to mitigate any Liability (including any loss or damage) that a User may suffer or incur, including that a User shall take any actions likely to be reasonably necessary to ensure the Liability (including any loss or damage suffered or believed to be suffered) does not worsen. No compensation shall be paid for any Liability (including any loss or damage) which a User seeks to recover when it was in a position to avoid or limit such Liability (including any loss or damage).

10.3. General

 10.3.1. Nothing in these Terms and Conditions limits any liability which cannot legally be limited, including any liability for: (i) death or personal injury caused by a Party’s negligence; or (ii) a Party’s fraud or fraudulent misrepresentation; In addition, nothing in these Terms and Conditions shall limit the User’s payment obligations under these Terms and Conditions.

 10.3.2. For the purposes of this article 10, “Liability” shall mean any liability of the Company under or in connection with the Terms and Conditions, the agreement formed in accordance with these Terms and Conditions, the Jobs, the Services, and/or the Platform and whether arising in contract (including under any indemnity), tort (including negligence) or otherwise howsoever.

11. Consultant Insurance

Consultant shall maintain adequate insurance coverage as a result of his activity or pursuant to conditions agreed upon with Client under any relevant Consulting Agreement.

12. Personal data

The manner in which data related to the use of the Platform and any other interaction with the Company is processed is explained in the privacy policy available here (the “Privacy Policy”). This Privacy Policy also clarifies the rights of data subjects to access or request rectification, erasure or portability of or to limit access to personal data. The Company has appointed a data protection officer who is available to answer any questions Users may have regarding the protection of personal data at privacy@wpyit.com and by post to WPYiT – 6, rue de Steinsel – L-8154 Bridel – Luxembourg.

13. Cookies

For the proper functioning of the Platform and the Services, cookies may be installed on the User’s device when they access the Platform. Cookies are small text files that are stored on the browser or device by Internet Platforms, applications, online media and advertisers.

The Company has a cookie use policy included in its Privacy Policy, which describes the different categories of cookies that the Company uses and specifies the reasons for their use.

14. Term, termination and sanctions

 14.1. Right to terminate

The agreement formed pursuant to these Terms and Condition is entered into for an indefinite term as from acceptance of these Terms and Conditions.

Any use of the Platform and Services contrary to the Terms and Conditions and/or laws and regulations in force entitles the Company to terminate or suspend, without notice, the agreement or User’s Account or to refuse the User access to all or part of the Platform, without prejudice to any damages which the Company may be entitled to claim.

Without limiting any other rights that the Company may have, the Company may also, five (5) Business Days after informing the User via the messaging service, automatically close the User’s suspended Account without any compensation being due for any reason whatsoever.

These measures can notably be enforced in the following cases:

– communication of false information by the User (documents, location, experience…);

– unfair use and/or circumvention of the Platform, including contracting for a Job in breach of article 9.3;

– subcontracting Jobs which are entrusted to a Consultant, when the latter is a legal entity

Likewise, in the event that the User is the subject of repeated disputes or reports from Clients to the Company’s client services, the Company will be entitled to delay visibility of the Content hosted on the Search Engine results, suspend or close their Account.

In addition to the Company’s rights to terminate above, without limiting any other rights that the Company may have, the Company may terminate the agreement with immediate effect by giving written notice to the User if:

– the User owes any sums that are due under or in connection with the agreement or any Job assignment;

 –proceedings are initiated against the User under any applicable liquidation, insolvency, bankruptcy, composition, reorganization or other similar laws (together, “Insolvency Law”) or a bankruptcy receiver (curateur), liquidator or other similar official (a “Receiver”) is appointed in relation to the User or in relation to the whole or any substantial part of the undertaking or assets of the User, or a winding-up petition is presented in respect of the User, or a winding-up order (including judicial liquidation) is applied for against the whole or any substantial part of the undertaking or assets of the User; or the User becomes or is, or could be deemed by law or a court to be, insolvent or bankrupt or unable to pay its debts as they fall due (other than by virtue solely of the fact that the value of the liabilities of the User exceed the value of its assets), or the User is, or initiates or consents to judicial proceedings relating to itself under any applicable Insolvency Law, or seeks the appointment of a Receiver, or makes a conveyance or assignment for the benefit of its creditors generally or otherwise becomes subject to a reorganization or amalgamation other than in the case of a merger, demerger or transformation or other form of corporate reorganization having the effect of universal succession in rem.

– abusive language is used towards a User or a Company employee;

–Criminal activity or money laundering is suspected.

14.2. Consequences of Termination

If the agreement is terminated for any reason, this shall not terminate any Job assignments that are in force as at the day of the termination, which will continue on force until completion of their respective terms. The provisions of these Terms and Conditions shall continue to apply to such Jobs notwithstanding the earlier termination of the agreement.

Termination of the agreement shall not affect any rights, remedies, obligations or liabilities of the Parties that have accrued up to the date of termination.  Nor shall it affect the coming into force of continuation in force of any provision of the agreement that is expressly stated or impliedly intended to come into force or continue in force following termination.

On termination of the agreement, the User shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest. In respect of Services supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the User immediately on receipt.

The Company shall restitute the User’s Content to the User and delete it within 10 Business Days after the termination or if relevant after the Job completion, whichever is the latest, without prejudice to any applicable legal or regulatory data retention obligations.

15. Client Services

For any questions or information regarding the Platform and Services, the User may contact the Company via the “contact” section on the Website or by sending an email to the following address: customer@wpyit.com.

16. Severance

If any provision or part-provision of the agreement is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the agreement. If any provision or part-provision of the agreement is deemed deleted under this Article 16, the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.

17. Waiver

A waiver of any right or remedy under the agreement or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy. A failure or delay by a party to exercise any right or remedy provided under the agreement or by law shall not constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict any further exercise of that or any other right or remedy. No single or partial exercise of any right or remedy provided under the agreement or by law shall prevent or restrict the further exercise of that or any other right or remedy.

18. Amendments to the Terms and Conditions

The Company reserves the right to amend all or part of these Terms and Conditions at its sole discretion.

When a User continues to use the Platform after amendments have been made thereto, they are deemed to have accepted said changes.

If the Company makes significant changes, it will notify Users by reasonable means, for example, by posting notice of such changes on the Platform or by sending an informative email to Users.

19. Contractual documents and conflicts

The contractual relations between the User and the Company are governed by the following documents, ranked in order of priority:

–any separate agreement signed between the Company and each User (detailing the applicable terms thereof)

– The Terms and Conditions

In case of contradiction or discrepancy between any of the contractual documents, the higher-ranking document shall prevail over the lower-ranking document.

The contractual documents listed above constitute the entire agreement between the parties and supersedes and extinguishes all previous and contemporaneous agreements, promises, assurances and understandings between them, whether written or oral, relating to its subject matter.

Each party acknowledges that in entering into the agreement it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation [or negligent misstatement based on any statement in the agreement. Nothing in this Article shall limit or exclude any liability for fraud.

No part of this document may be reproduced in any form whatsoever without the previous written permission of WPYiT.

20. Notices

The User acknowledges and accepts that any notice pursuant to these Terms and Conditions can be given using the contact email address entered when creating an Account on the Platform.

21. Assignment

The User shall not, without the Company’s prior written consent, assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the agreement.

The Company may assign, transfer, charge, sub-contract or deal in any other manner with all or any of its rights or obligations under the agreement.

22. Remedies

Except as expressly provided in these Terms and Conditions, the rights and remedies provided under these Terms and Conditions are in addition to, and not exclusive of, any rights or remedies provided by law.

23. Governing law and jurisdiction

These Terms and Conditions are governed by Luxembourg laws. Any dispute or claim arising out or in connection with these Terms and Conditions shall be subject to the exclusive jurisdiction of the Courts of Luxembourg, notwithstanding plurality of defendants and even for summary proceedings.