Terms of Use for Independent Businesses

​The Customer’s use of the Platform provided by ZZPHuis constitutes acceptance of the applicability and binding nature of the Terms of Use for Customers (“Terms of Use”).

Clause 1.    Definitions

The following definitions apply in these Terms of Use:

Account: the account on the Platform that enables the Independent Business 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.

Terms of Use: these Terms of Use, regardless of the form in which they are communicated. 

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 Independent Business, 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 Independent Business’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. Each Independent Business is considered a business user and therefore, in so far as these Terms of Use do not provide otherwise, the legal rules for business agreements apply rather than the rules that apply to agreements with consumers.

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

2.1.    These Terms of Use apply to all legal transactions between ZZPHuis and the Independent Business or any business associated with the Independent Business. The Independent Business warrants that it meets the criteria for being an independent business for Income Tax purposes. 

2.2.    ZZPHuis may revise or supplement these Terms of Use at any time. ZZPHuis shall communicate any significant, substantive changes with respect to the price / composition of the package to the Independent Business at least 30 days before the date when the changes take effect. If the Independent Business is not in agreement with the changes, the Independent Business may give notice to terminate the Agreement between the parties at any time up to the time when the changes take effect.

2.3.    Any variation to the Terms of Use shall only be valid if explicitly agreed between ZZPHuis and the Independent Business in writing or by email.

2.4.    ZZPHuis explicitly declares that any Terms of Use and/or standard terms and conditions provided by the Independent Business are inapplicable.

2.5.    Once these Terms of Use have applied to a legal relationship between the Independent Business and ZZPHuis, the Independent Business shall be deemed to have agreed in advance to the application of the Terms of Use to any subsequent Agreements that have been or will be entered into.

2.6.    If at any time any provision or provisions in these Terms of Use is declared to be void or is voided, the remaining provisions shall remain in full force. In that case, ZZPHuis shall be entitled to adopt a new provision to replace the void/voided provision, approximating as far as possible the intended effect of the void/voided provision.

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 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.

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. In addition, ZZPHuis offers Independent Businesses the option of purchasing certain administrative tasks, such as invoicing, from ZZPHuis through a subscription. The Independent Business is obliged to use the platform to record the hours worked and/or work progress made by the Independent Business and to do so no later than the end of the week worked. If the Independent Business fails to record the hours worked and/or work progress made (on time) on the Platform, this may result in ZZPHuis immediately terminating the agreement and denying the Independent Business access to the Platform, without ZZPHuis being liable for damages and/or any other form of compensation to the Independent Business.

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 carrying out (building or other) projects and (building or other) work may register on the Platform as an Independent Business. This does not include employment agencies and similar enterprises. The Platform on the Independent Business side is explicitly not intended for intermediaries. If an Independent Business breaches this provision, the Independent Business shall incur a penalty payable immediately on demand of €1,000 per breach and €250 for each day or part of a day that the breach continues.

When requested by ZZPHuis, the Independent Business shall be obliged to fully cooperate with ZZPHuis or a third party engaged by ZZPHuis in providing access to their books for the purpose of establishing facts regarding cooperation with Customers (leads) generated through ZZPHuis and for the purpose of the above. The Independent Business shall allow inspection of bank statements and other elements of the accounting records (ledger accounts regarding sales, etc.). If the Independent Business does not comply with a demand for inspection of their books within 30 days, the Independent Business shall incur a penalty payable immediately on demand to ZZPHuis of €1,000 per breach and €250 for each day or part of a day that the breach continues.

6.2.    The Independent Business warrants that all information (such as certificates and other documents), 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 Independent Business also warrants:

(a)  that they have authority to make use of the Services;

(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 Independent Business operates;

(d) that all documents (certificates, etc.) included on the Profile Page are genuine and in the name of the Independent Business.

6.3.    The Independent Business will only post on and send messages via the Platform for the purpose of obtaining an assignment for carrying out an assignment for a Customer.

6.4.    The Independent Business consents to the publication of their information on the Platform and has the authority to give this consent.

6.5.    The Independent Business 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 Independent Business. 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 Independent Business to compensation.

6.7.    Agreements between the Customer and the Independent Business come into effect only once both sides have explicitly confirmed this to each other in writing by (digitally) signing the model “contract for services” agreement. ZZPHuis is not a party to Agreements between the Customer and the Independent Business. ZZPHuis is therefore unable to carry out any checks on the quality, the agreed price (the Independent Business determines their own charge), safety or the legality of the assignments and/or work, the accuracy of the offers, the authority of the Customers to have work carried out and/or the authority of the Independent Business to carry out that work. The Independent Business indemnifies ZZPHuis against any claims by third parties relating to such matters.

6.8.    Information (including personal data) that the Independent Business 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 Independent Business 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 Independent Business 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.

7.2.    ZZPHuis’s privacy policy, as published on the Platform, applies to this processing of personal data.

Clause 8.    Creating an Account

8.1.    The Independent Business 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 Independent Business at any time. The Independent Business shall provide this information when requested by ZZPHuis. If the Independent Business 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 Independent Business, if there are valid reasons to do so.

8.5.    The Independent Business will be supplied with a password for access to the Account. The password is strictly personal and the Independent Business is not permitted to allow third parties to use this. The Independent Business 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 Independent Business 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 Independent Business 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 Independent Business warrants that the information they place on the Platform does not infringe any rights (including intellectual property rights) of third parties. The Independent Business 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 Independent Business 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:

(a)  the Independent Business breaches these Terms of Use in any way;

(b)  the Independent Business infringes any rights (including intellectual property rights) of third parties;

(c)  ZZPHuis has a legitimate suspicion that the Independent Business is guilty of fraud, swindling, forgery and/or any other criminal offences;

(d) the Independent Business is an employment agency / intermediary or is running a similar business;

(d)  the Independent Business acts in breach of the applicable laws and regulations;

(e)  the Independent Business treats ZZPHuis or any Customer (or any employee of ZZPHuis or a Customer) 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 Independent Business. Direct damage and/or loss only includes the costs the Independent Business 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 fee paid by the Independent Business to ZZPHuis in the twelve months prior to the occurrence of the event giving rise to the damage and/or loss.

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 Independent Business 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 an Independent Business 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 Independent Business is entered into for the term of 12 months (“initial period”), unless explicitly agreed otherwise. The commencement date of a subscription period shall in that case be the same as the starting date for the Agreement. At the end of the initial period and each subsequent extended period, the Agreement will be automatically renewed for a period of 12 months, unless ZZPHuis or the Independent Business gives at least one month’s notice that it will not renew the Agreement and terminates it. Upon renewal, the chosen subscription including its settings for the duration of the initial period will continue.

15.2.     The Independent Business may, when logged in using their Account, terminate the Agreement online, with effect from the end of the currently applicable term of the agreement.

15.3.     If the Independent Business enters a state of insolvency, applies for a suspension of payments (surseance van betaling), ceases business operations or breaches these Terms of Use or other provisions in the Agreement, ZZPHuis shall be entitled to cancel the Agreement with immediate effect and without any further notice of default, in each case without prejudice to its rights. This shall not discharge the Independent Business from their obligation to pay to ZZPHuis any amounts already outstanding.

Clause 16.    Charges and fees

16.1.     The Independent Business shall owe a fee to ZZPHuis if they purchase one or more Services from ZZPHuis. The charges per Service are listed on the Platform and may change from time to time. The amount to be charged for the relevant Service is communicated to the Independent Business before the Service starts.

16.2.     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.

16.3.     The fee(s) due to ZZPHuis on a periodic basis shall be paid in advance, unless agreed otherwise in writing.

16.4.     ZZPHuis may revise its charges or its fee structure at any time. Unless prices and charges have been explicitly agreed in writing to apply for a specific period, any changes to the monthly or other periodic amounts owed and changes to the fee structure shall take effect 1 (one) month following their announcement. Changes shall be announced via the Platform. If the Independent Business does not wish to agree to a change as described in this clause and they are not already entitled to terminate the Agreement under these Terms of Use, then they are entitled to give notice to terminate their Agreement with ZZPHuis 14 (fourteen) days before the date on which the change takes effect. After the end date, the Independent business shall no longer be entitled to use the Platform and its functionalities.

16.5.     ZZPHuis is also entitled to adjust its prices and charges annually in accordance with the indexation figure for business services used by Statistics Netherlands (CBS), as published at http://www.cbs.nl/ or on any successor website. Any adjustment will be made through a notification on the website at least 1 (one) month before the date of the change to the charge.

Clause 17.    Payment

17.1.     Payment for paid Services shall be made by direct debit or other means if permitted by ZZPHuis. For this purpose, the Independent Business shall authorise ZZPHuis following conclusion of the Agreement, in the manner indicated on the Platform. If ZZPHuis offers other payment methods on the Platform, payment may also be made using those methods. The amounts due will be charged immediately.

17.2.     If the direct debit is unsuccessful or, if another method of payment has been agreed, if the Independent Business fails to pay the agreed fees on time, the Independent Business will be notified and a further date for payment will be set. If payment is not received within that further period then the Independent Business 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 Independent Business shall owe interest at the statutory (commercial) rate on the outstanding amount. The Account held by the relevant Independent Business will also be suspended from that time onwards.

17.3.     If following a notice of default the Independent Business 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 Independent Business 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 €150 (hundred and fifty euros).

17.4.     All payments made by the Independent Business to ZZPHuis shall be applied to reduce the earliest outstanding invoices from ZZPHuis, regardless of any other indication by the Independent Business.

17.5.     The Independent Business shall not be permitted to invoke any right to suspension, set off or deduction.

Clause 18.    Disputes

18.1.     These Terms of Use, any use of the Platform and any disputes (on any grounds whatsoever) associated with the same are subject to Dutch law.

18.2.     Any disputes arising out of or in connection with these Terms of Use and/or the use of the Platform, based on any grounds whatsoever, shall be subject to the exclusive jurisdiction of the competent court in Amsterdam, the Netherlands.

Schiphol-Rijk, December 2021

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