Clause 1. Definitions
Account: the account on the Platform that enables the Customer to make use of the Services.
Service: the service offered by ZZPHuis, including provision of the Platform and supply of additional services such as the chosen package of services.
User: any user who makes use of the Platform in any way, including but not limited to Customers and Independent Businesses.
Assignment Offer: an Assignment Offer on the Platform or another request sent via the Platform by third parties, in which an assignment to carry out (building or other) work is described and offered by a Customer.
Customer: any natural or legal person offering an assignment for (building or other) work and/or issuing instructions to carry out this (building or other) work to an Independent Business on the basis of and/or with the use of the Platform.
Assignment Charges: the charges that will be applied by the Customer, which are agreed by the Customer and the Independent Business (without any involvement by ZZPHuis). These charges may consist of a contract price or an hourly rate (excluding VAT).
Profile Page: a page on the Platform with an overview of the Customer’s company profile. The design of the Profile Page and the type of information included in it by ZZPHuis and this may be revised by ZZPHuis from time to time.
Platform: the platform provided by ZZPHuis via the website www.zzphuis.nl, an application or any other means, on which Customers and Independent Businesses can contact one another in connection with the acceptance of work on the basis of a contract for services.
Independent Business: any natural or legal person making themselves available via the Platform to carry out assignments independently or responding to an Assignment Offer by a Customer.
ZZPHuis: the private company Lighteningrod B.V. trading as ZZPHuis, established at Beechavenue 10, 1119 PT Schiphol-Rijk, with Dutch Chamber of Commerce number 83975276.
Clause 2. General
2.7. In the event of a breach of contract by the Customer, other than as a result of an attributable failure by ZZPHuis in the performance of its obligations, the Customer shall be obliged to compensate ZZPHuis for all damage and/or loss suffered by ZZPHuis as a consequence of the breach.
Clause 3. Establishment of Agreement between Customer and Independent Business
3.1. Due to the applicable (tax and other) legislation and regulations, the Customer and the Independent Business are required to use the model agreements approved by the Dutch tax authorities and to act in accordance with the provisions contained in those agreements. Agreements between the Customer and the Independent Business shall be entered into in writing. The model “contract for services” agreement supplied by ZZPHuis or the Customer’s model agreement (customised service) shall be used for this purpose. This model agreement will be made available via the Platform. Where the Customer is accustomed to using its own model “contract for services” agreement, this may only be used for this purpose if such model agreement is approved by the Dutch tax authorities. In that situation, the Customer indemnifies ZZPHuis against all damage and/or loss and any liability that may arise from the use of the Customer’s own model “contract for services” agreement. This will also incur additional costs, so in this situation a customised quotation will be prepared for the Customer.
Clause 4. Services provided by ZZPHuis
4.1. ZZPHuis provides a platform on which Customers and Independent Businesses can come into contact with one another for the purposes of offering and accepting clearly-defined assignments. ZZPHuis’s role in this is merely to facilitate and consequently it cannot be held responsible for the actions or omissions of any User during the use of or in connection with the Platform or otherwise. The hours worked and/or progress made on the work by the Independent Business must be recorded via the Platform. The Customer is required to approve the hours entered within 3 days following the conclusion of the relevant week. If the Customer fails to approve the hours on time and does not within this time period notify the Independent Business via the Platform that it is making an objection, the Customer shall be bound by the data entered by the Independent Business with respect to the hours worked / progress made on the work.
4.2. ZZPHuis may alter and/or terminate its Services (or the substance of its Services) at any time.
4.3. ZZPHuis has prepared the contents of the Platform with the greatest possible care. However, all substantive information relating to the Users that is available on the Platform originates from the Users. The Users themselves are responsible for the accuracy and completeness of this information. ZZPHuis bears no responsibility at all for this or for any other communication between the Users. Nor shall ZZPHuis bear any responsibility for compliance by Customers and Independent Businesses with their obligations, such as compliance with any payment obligation and/or correct performance of the assignments to be carried out.
4.4. To the extent permitted by the applicable law, all information placed on the Platform by ZZPHuis itself is provided by ZZPHuis on an “as is” basis, with all explicit or implicit warranties, assurances or indemnities of any kind being excluded, including (but not limited to) the exclusion of warranties concerning entitlement to (property and other) rights, satisfactory quality, suitability for a specific purpose and non-infringement of property rights or third party rights. In particular, ZZPHuis does not guarantee:
(a) that the information on the Platform, including the information supplied by Users, is correct, complete, suitable, up to date and not unlawful;
(b) that the Platform will function without interruption, be free of viruses, trojans and other errors and/or defects, and that any defects will be repaired; and
(c) that third parties will not make any unlawful use of the Platform and/or the systems provided by ZZPHuis.
Clause 5. Platform maintenance
5.1. ZZPHuis may take the Platform out of service or limit its use (temporarily or otherwise), for example where this is necessary or desirable to carry out maintenance or make changes to the Platform, without this giving rise to any right to compensation by ZZPHuis. ZZPHuis shall endeavour to inform its Users about this in advance but shall not be obliged to inform Users about this (in advance or otherwise).
Clause 6. Use of services and provision of information
6.1. Only natural and legal persons involved on a commercial basis in offering (building or other) projects and (building or other) work may register on the Platform as a Customer.
6.2. The Customer warrants that all information, including but not limited to the name, address and email address that they supply in the context of the Service, is complete, correct and up to date and that they will utilise the Service solely for their own use. The Customer also warrants:
(a) that they have authority to make use of the Services and to offer the same;
(b) that they will comply with the applicable laws and regulations;
(c) that they are registered in the register of a chamber of commerce within the European Union and that this registration will be maintained throughout the term of the Agreement and that it is related to the field of work in which the Customer operates.
6.3. The Customer shall only post messages on the Platform and send messages via the Platform for the purpose of having an assignment carried out by an Independent Business.
6.4. The Customer consents to the publication of their information on the Platform and has the authority to give this consent.
6.5. The Customer themselves bears all responsibility and liability for the content of the information they publish on the Platform. They warrant that the content of this information is correct, up to date and reliable, not contrary to the applicable laws and regulations and not unlawful. They also undertake that they will not, with this information, subject other Users to inappropriate treatment or adversely affect the interests and reputation of ZZPHuis.
6.6. ZZPHuis reserves the right to amend and/or shorten the information provided by the Customer. ZZPHuis also reserves the right - but has no obligation - to refuse certain information or remove it from the Platform, for example due to it being incorrect or unreliable, contrary to the legislation or unlawful towards third parties, without this in any way resulting in any entitlement on the part of the Customer to compensation.
6.7. Agreements between the Customer and an Independent Business shall only take effect at such time as they have explicitly confirmed this to one another in writing by signing the model “contract for services” agreement. ZZPHuis is not a party to Agreements between the Customer and the Independent Businesses. ZZPHuis cannot therefore exercise any control over the quality, the agreed price (the Customer themselves determines what charges by the Independent Business they agree to, taking account of the fee payable to ZZPHuis), the safety or legality of the assignments and/or work, the correctness of the offers, the authority of a Customer to have work carried out and/or the ability of an Independent Business to carry out that work. The Customer indemnifies ZZPHuis against any claims by third parties relating to such matters.
6.8. Information (including personal data) that the Customer obtains via the Platform may only be used for the purpose for which it is supplied. This information may not be processed for any other purpose, including but not limited to any form of unsolicited communication (spam). Nor may Users’ personal data (including email addresses) be collected for any purpose whatsoever.
6.9. If the Customer breaches the provisions of Clause 6.8 they shall pay, without any further warning or notice of default and without any judicial intervention being required for this purpose, a penalty payable immediately on demand in the amount of €5,000 (five thousand euros) per event and €500 (five hundred euros) for each day or part of a day that the breach continues, with the use of an item of personal data or other information qualifying as one event, without prejudice to ZZPHuis’s right to take other measures available to it against the Customer and/or to claim compensation.
Clause 7. Privacy
7.1. ZZPHuis processes Users’ personal data for the purposes of carrying out the Services and related activities and in accordance with the General Data Protection Regulations and any subsequent legislation relating to the protection of personal data.
Clause 8. Creating an Account
8.1. The Customer is required to create an Account in the manner described on the Platform, providing the information requested there, in order to make full use of the Platform.
8.2. ZZPHuis may request additional information from the Customer at any time. The Customer shall provide this information when requested by ZZPHuis. If the Customer does not supply the additional information within 14 (fourteen) days following the request by ZZPHuis, then ZZPHuis shall be entitled to suspend the Account until the requested information has been supplied.
8.3. An Account will only be created once the full registration process has been completed and this has been confirmed by ZZPHuis.
8.4. ZZPHuis has the right to refuse or remove an Account (or to refuse the creation of an Account) and/or information supplied by the Customer, if there are valid reasons to do so.
8.5. The Customer will be supplied with a password for access to the Account. The password is strictly personal and the Customer is not permitted to allow third parties to use this. The Customer is liable for all use of their Account and indemnifies ZZPHuis against any claims by third parties relating to damage and/or loss or to any other matter, arising in any way, resulting from the use of the Service by means of their Account.
Clause 9. Intellectual property rights
9.1. All intellectual property rights relating to the Platform are the exclusive property of ZZPHuis and/or its licensors.
9.2. Except with the written consent of ZZPHuis, the Customer shall not, by any means whatsoever, make available to third parties, reproduce, circulate or transmit the Platform or any of its contents, or incorporate the same in any other document or material. This means, among other things, that the Customer is not permitted, without the prior written consent of ZZPHuis, to request and reuse a substantial part of the contents of any database(s) and/or to request and reuse in a repeated and systematic manner non-substantial parts of the contents of any database(s) within the meaning of the Dutch Databases Act (Databankenwet).
9.3. The Customer warrants that the information they place on the Platform does not infringe any rights (including intellectual property rights) of third parties. The Customer indemnifies ZZPHuis in full for all potential claims by third parties that may in any way result from and/or be associated with the information they place on the Platform, including any claim based on an allegation that the information in question infringes any rights (including intellectual property rights) of third parties.
Clause 10. Exclusion
10.1. ZZPHuis reserves the right, without any notice of default being required for that purpose, to cancel the Agreement and exclude the Customer from all use (or further use) of the Platform and the Service, including by suspending and/or removing their Account, without being obliged to refund any fees already collected, in the event that ZZPHuis considers that there are valid reasons to do so. This applies in any event, but not exclusively, where:
(b) the Customer infringes any rights (including intellectual property rights) of third parties;
(c) ZZPHuis has a legitimate suspicion that the Customer is guilty of fraud, swindling, forgery and/or any other criminal offences;
(d) the Customer acts in breach of the applicable laws and regulations;
(e) the Customer treats ZZPHuis or any Independent Business (or any employee of ZZPHuis or an Independent Business) inappropriately by using insulting, defamatory, vulgar, obscene or racist language.
Clause 11. Force majeure
11.1. ZZPHuis is not obliged to fulfil any obligation if it is unable to do so as a result of force majeure. Force majeure includes any non-attributable failure on the part of suppliers and/or other third parties used by ZZPHuis, hacks and internet disruptions.
Clause 12. Liability of ZZPHuis
12.1. ZZPHuis is only liable for direct damage and/or loss suffered by the Customer. Direct damage and/or loss only includes the costs the Customer was reasonably required to incur in order to restore or resolve the failure by ZZPHuis, so that the performance supplied by ZZPHuis satisfies the agreement, together with the reasonable costs of preventing or limiting such damage and/or loss and the reasonable costs of establishing its cause and scope.
12.2. The total liability of ZZPHuis shall never exceed the total payment that the Independent Businesses was due to receive from the Customer in the three months prior to the occurrence of the event that caused the damage and/or loss, limited to a maximum of €3,000 (three thousand euros).
12.3. Any liability of ZZPHuis for indirect damage and/or loss, including but not limited to consequential loss, loss of profits and lost turnover, is excluded. In particular, ZZPHuis is not liable for any damage and/or loss on the part of the Customer that is caused by third parties, regardless of whether those third parties made use of the Platform and/or the Services.
Clause 13. Security
13.1. ZZPHuis shall use all reasonable endeavours to secure its systems against loss and/or any form of unlawful use. ZZPHuis implements for this purpose the appropriate technical and organizational measures, taking into account, among other things, the current state of the technology.
Clause 14. Reporting infringements
14.1. All information on the Platform should be supplied in the manner specified on the Platform.
14.2. If a Customer believes that certain information on the Platform is unlawful, they may report this to ZZPHuis using the contact information on the Platform.
Clause 15. Duration and termination of Agreements for an indefinite period
15.1. The Agreement between ZZPHuis and the Customer is entered into for an indefinite period.
15.2. The Customer may, when logged in using their Account, terminate the Agreement online, with effect from the end of the currently applicable term of the agreement with the Independent Business. If no agreement exists between the Customer and the Independent Business at the time when termination notice is given, the Customer may terminate the Agreement subject to a termination notice period of 30 (thirty) days.
Clause 16. Fees
16.1. The Customer owes a fee to ZZPHuis if they enter into an Agreement with an Independent Business. The amount of the fee shall be 7.5% of each worked hour or of the value of the project if a project fee has been agreed between the Customer and the Independent Business.
16.2. If the Customer wishes to enter into another agreement, in any form, with an Independent Business within a period of 24 months following the end of an earlier agreement with the same Independent Business, the terms agreed between the Parties as recorded in this Agreement shall apply.
16.3. In the event of a breach of this clause the Customer shall pay to ZZPHuis a penalty payable immediately on demand in the amount of €5,000 per breach and €500 for each day or part of a day that the breach continues, without prejudice to ZZPHuis’s other rights for example to additional compensation of the actual damage and/or loss if this exceeds the amount of the penalty.
16.4. All prices and charges stated by ZZPHuis are in euros (€) and exclusive of value added tax (VAT) and any other government levies, unless explicitly stated otherwise in writing.
16.5. The fee(s) due to ZZPHuis on a periodic basis shall be paid in advance, unless agreed otherwise in writing.
Clause 17. Payment
17.1. Payment takes place by means of an invoice in arrears with a payment period of 14 days.
17.2. The amounts owed will be charged immediately after the Customer has approved the data supplied concerning the services provided by the Independent Business. This should take place no later than 3 days following the week in which the services were provided by the Independent Business. If the Customer does not do this on time or at all, the data supplied concerning the services provided by the Independent Business will be deemed to be correct. Consequently, the agreed fee will be payable on the full amount charged to the Customer.
17.3. If the Customer does not pay the agreed fees in good time, this will be notified to the Customer and a further payment period will be stipulated. If payment is not received within that further period then the Customer will automatically be in default without any notice of default or payment demand being required. From that time onwards and without any further notification by ZZPHuis, the Customer shall owe interest at the statutory (commercial) rate on the outstanding amount. The Account held by the relevant Customer will also be suspended from that time onwards.
17.4. If following a notice of default the Customer neglects to pay the amount owed, plus the statutory interest, ZZPHuis may engage a debt collection agency in respect of the claim. In that case, in addition to payment of the principal amount and the interest on that amount at the statutory (commercial) rate, the Customer shall also be obliged to pay all out-of-court costs and, if applicable, court fees including full reimbursement of the costs actually incurred for legal assistance, explicitly stated to apply in addition to any costs awarded in court. The amount of these costs shall be at least 15% of the principal amount, with a minimum amount of €250 (two hundred and fifty euros).
17.5. All payments made by the Customer to ZZPHuis shall be applied to reduce the earliest outstanding invoices from ZZPHuis, regardless of any other indication by the Customer.
17.6. The Customer shall not be permitted to invoke any right to suspension, set off or deduction.
Clause 18. Disputes
Schiphol-Rijk, December 2021