1. Definitions and Scope of terms
2. Contractual Relationship
5. Order Placement, Instructions and Levels
6. Prices and VAT
7. Approval / Cancellation / Warranties
9. Invoicing and Credit notes
10. Obligations of the Users
11. Confidentiality and Copyright
12. Users’ Obligations
13. Legal Consequences of Illicit Use
14. Liability Limitation
15. Changes and Alterations
§ 1 Definitions and Scope of terms
Wordapp BV (“Wordapp”) is a company incorporated under the laws of the Netherlands that provides a word processing platform (“Platform”) on its website www.wordapp.com for online content works, such as translation, search engine optimisation, content writing, editing/proofreading etc. (“Services”) for businesses (“Customers”). The Services are offered and sold by Wordapp, in order to provide these Services, however, Wordapp subcontracts users registered with the platform, who are willing to produce such content (“Freelancer”). Customers and Freelancers are together referred to as “Users”. Wordapp credits a commission to Users for recruiting new Customers and/or Freelancers to Wordapp (“Affiliates”).
On the Platform Customers may require certain Services and here Freelancers may perform such Services (“Task Feed”). The Services are performed by a suitable Freelancer out of the crowd of registered and available Freelancers. Wordapp recommends the most suitable tasks to a the most suitable freelancers using a recommendation engine. The freelancer, thus, may decide to accept the task. The Customer may not demand, that the Services are performed by certain appointed Freelancers.
Unless otherwise agreed or prescribed by law the contractual relationship between Users and Wordapp is subject to the following standard terms of service (“Terms”).
§ 2 Contractual Relationship
The Customers shall conclude contracts with Wordapp only and the Freelancers will be contracted by Wordapp only. These Terms shall not constitute any legal relationship whatsoever between Freelancers, on the one hand, and Customers, on the other. Wordapp shall not be considered a representative or an agent regarding any kind of contracts concluded directly between Users.
Payments from the Customer to Wordapp shall not be forwarded to the Freelancer. Payments from the Customer to Wordapp on the one hand and payments from Wordapp to the Freelancer are subject to different contractual relationships.
Moreover Wordapp enters a brokerage agreement with the Users, that entitles a User to a commission as soon as he has recruited a new User to Wordapp. Commission is credited as soon as the new User as Customer has either paid for an ordered and delivered service or as Freelancer has been paid a certain accrued amount for a fulfilled task. In case of recruitment of a new Freelancer the new Freelancer is also entitled to a commission. The payable commissions are set out under www.wordapp.com/affiliate.
§ 3 Account
To use and provide Services the User has to register for a personal Account. Therefore, the User must complete a User profile (“Profile”). In order to perform Services as a Freelancer the User has to register a personal account (“Freelancer Account”). In order to purchase Services the User has to set up a different company account (“Customer Account”). The User may use the platform both as Freelancer and Customer.
The User shall provide Wordapp with his full name (company or personal), phone-number, email-address, VAT-number and payment-option-details.
The Users shall have to provide accurate information during the registration process. Registration under a pseudonym, an erroneous address or e-mail address shall not be permitted.
The User agrees not to register for more than one Account without express written permission from Wordapp. The User agrees not to ask or allow another person to create an Account on his behalf, for his use, or for his benefit.
When the User registers for an Account, he will be asked to choose a username and a password for the Account.
The Users shall hold their personal access data in confidence and shall not make such data accessible to any unauthorised third parties.
Certain data of the user may be shared with third parties in order to provide the needed services.
Wordapp reserves the right, in its sole discretion, to refuse, suspend, or revoke any access to the Services – in particular but not limited to – in case that any information provided is not true, accurate, or complete, in case that such information or other conduct otherwise violates the Terms of Service, or in case that Wordapp considers the quality of Services performed non-sufficient or the performance of the Services not appropriate.
§ 4 Services
Wordapp provides all kind of editorial Services to Publishers such as translation, content writing, product-descriptions, editing/proofreading etc.
The Freelancers may provide all kinds of editorial works demanded by Wordapp and/or its Customers. Freelancers may produce new content as Writers and/or the Freelancers may edit and review content produced by Writers as Editors to ensure best quality of the content.
§ 5 Order Placement, Instructions and Levels
If the Customer requires a specific Service from Wordapp the Customer shall submit a certain task regarding the required Service (“Task”) to the Wordapp Task Feed on the Website of Wordapp (“Task Feed”). The Customer shall provide Wordapp and, again, Wordapp shall provide the Freelancer with any templates, samples, source texts and instructions necessary. The text format and layout of the texts are specified by Wordapp.
Wordapp is using a level system to evaluate both Writers and Editors to ensure best quality of the Services described under http://help.wordapp.com/levels/. Depending on the quality of the Tasks performed the Freelancer will be granted level-points for each completed task and will lose level-points for rejections and corrections of tasks.
Wordapp may label Tasks as “Easy”, “Medium” or “Hard”. Only Freelancers with a certain amount of level points may perform certain Services or a certain number of Services simultaneously. A loss of too many points may lead to an exclusion of the Freelancer from the Platform.
Unless the Customer has appointed a specific Freelancer or a specific team of Freelancers for the Task any Freelancers with sufficient amount of level points may assume a task from the Task Feed (“Picking”).
Once a Freelancer has picked a Task from the Task Feed the Task is “Pending” and no other Freelancer may pick the Task from the Task Feed. The Freelancer has 24 hours to complete the Task. A Task is also considered pending if is under editing or rejected for revision but still not reassigned to any other Freelancer.
If the Freelancer fails to begin working in time or if he fails to complete the Task within the requested time, Wordapp, upon or without instruction of the Customer, reserves the right to reassign the Task to any other Freelancer without any compensation whatsoever irrespective of whether the Freelancer already has performed a substantial part of the Task. The applicable time-frames are found here (link). 24
A contract regarding the Services is not concluded between Wordapp and the Customer and between Wordapp and the Freelancer, before the task is completed. A Task is considered completed as soon as it is approved by the Customer.
§ 6 Prices and VAT
Unless otherwise agreed remuneration paid by Wordapp to Freelancers follow from the Wordapp Price-list as set out on the website.
Prices payable by Customers are available here www.wordapp.com/prices and might include a discount.
All price quotations are net prices to which the current legal value-added tax is to be added in each case, if applicable.
If the Freelancer has his premises in the Netherlands VAT will not be added to the remuneration amount payable if the respective Freelancers proves that he is exempt from VAT. Otherwise VAT will be added.
If the Freelancer has his premises outside the Netherlands Wordapp assumes that the reverse-charge-procedure shall apply and VAT will not be added. Any Freelancer is therefore obliged to provide his VAT-number.
§ 7 Approval / Cancellation / Warranties
Before delivery of a work product to the Customer for approval, each product will be made available to the Task Feed for editing by other Freelancers. A Freelancer is not allowed to edit his own products.
After the final editing of the Task, the Product is submitted to the Customer for approval.
The Customer may only reject a Task for good cause.
§ 8 Payment
Wordapp shall install balance-accounts for each User in order to coordinate payments. Payments to the respective balance accounts can be made alternatively by means of credit card (Master Card and Visa), Wire transfer or direct debit.
Tasks will only be made available to the Task Feed if the credit in the Customer’s balance account covers the remuneration payable to Wordapp.
The Customer is only obligated to pay the final amount once the Product has been approved by the Customer. Upon approval of a task the Customer’s balance account will be charged with the remuneration agreed upon. While a Task is pending the Customer may not withdraw any credits from his balance.
Upon approval of the Product Wordapp shall pay to the Freelancer’s balance account the amount agreed upon. Without approval, however, Wordapp reserves the right to withhold the Freelancer’s fee.
Upon approval of the task the payment will be transferred to the withdrawable balance account of the Freelancer.
§ 8a Cooperation with Payment Service Providers
For the execution of payments under to these Terms of Service WordApp is entitled to the contract Payment Service Provider Oonex S.A. (t/a “BillPro”) Avenue Louise 367, Brussels, 1050 Belgium. You will find the Terms of Service of Oonex here.
Especially in cases where WordApp is working with said Payment Service Provider WordApp is responsible for the execution of all kind of payments to or from the Users, chargebacks, refunds and cancellations that may occur under these Terms of Service. WordApp shall carry out customer report, process complaints and requests/questions from all Users.
For clarification: All services provided by WordApp are subject only to these Terms of Services and in no case whatsoever to any terms & conditions of the Users.
§ 9 Invoicing and Credit notes
Wordapp shall issue credit notes to the Freelancers with or without VAT. Unless agreed otherwise Wordapp shall issue the credit notes upon withdrawal by the Freelancer.
Unless agreed otherwise Wordapp shall invoice the Customer when charging his account .
§ 10 Obligations of the Users
The User shall, to the best of his knowledge and belief, ensure that the working process is made as effective as possible.
Wordapp shall provide the User with instructions, if any, regarding the expected product in a comprehensive form. The Customer has to inform the Freelancer concerning specific requirements for the translation no later than at the time of placing the order.
The User is bound to ensure adequate security of his data.
§ 11 Confidentiality and Copyright
Wordapp and the Freelancers do not grant any confidentiality whatsoever with respect to the instructions put to the Task Feed and with respect to any Content produced on the platform.
Upon payment copyrights for contents produced, if any, shall pass to the Publisher. Wordapp reserves the right to use certain content or parts of contents for marketing or promotional purposes. Wordapp is not responsible for any violation of the copyright by any other User.
As operator of a word processing platform Wordapp is not responsible for the content produced on the platform and in particular Wordapp does not assume any warranty for the Users’ copyright to instructions put to and contents produced on the platform.
§ 12 Users’ Obligations
Any Content uploaded to the Task Feed and any content submitted to Wordapp shall have to be consistent with the applicable law. Uploading any content or information capable of doing harm to the interests of Wordapp or its public image shall not be permitted. Accordingly, the following shall especially not be permitted:
uploading content in contravention to (i) applicable data protection, criminal, and copyright law and (ii) any provisions protecting personality and commercial protection rights;
uploading insulting, libellous, unconstitutional, racist, sexist, or pornographic content.
Any use targeted towards negatively impacting the security or availability of Wordapp rendering it non-functional, or preventing, impeding, or delaying the use thereof shall also not be permitted.
§ 13 Legal Consequences of Illicit Use
Should a User violate the obligations it has under this Agreement or applicable law, Wordapp shall, after having issued a prior warning, have the right to bar the User from any further Use of the Task Feed until such time as the User terminates the violation and remedies the consequences of the violation.
Users shall indemnify Wordapp from any and all claims asserted by other Users or other third parties vis-à-vis Wordapp on account of illicit use of the Task Feed by the User, on account of any violation of obligations the User is accountable for under any applicable law. In said event, Users shall also reimburse Wordapp for any costs it has incurred for its legal defence.
In the event of any preclusion, termination rights and claims for damages of Wordapp shall not be affected.
The Users shall indemnify Wordapp from any and all claims asserted by other Users or other third parties vis-à-vis Wordapp on account of illicit use of the Platform by the User, on account of any violation of obligations the User is accountable for under any of the agreements entered into, or on account of violations of applicable law the User is accountable for. In said event, Users shall also reimburse Wordapp for any costs it has incurred for its legal defence.
§ 14 Liability Limitation
Wordapp shall be liable for damages caused intentionally or by gross negligence by its staff. The same applies to damages caused by breach of fundamental contract obligations.
If a breach of contract obligations is not intentional the ensuing liability for damages shall be limited to the amount, which was foreseeable.
Wordapp does not warrant a constant access to the Platform. Temporary interruption of accessibility due to e.g. maintenance, power failure or shut-down is possible.
As an operator of a word processing platform Wordapp is not responsible for any content put to or produced on the Platform. Any further liability for compensation is excluded.
§ 15 Changes and Alterations
Wordapp shall reserve the right to redesign the specific form of its Terms of Service at any time in the event such becomes necessary on account of technical developments. Material contractual constituents including, but not limited to, any principle performances owed that would constitute part of any amendment thereto shall not be subject to said proviso.
Should Wordapp be in possession of a valid contact address, Wordapp shall notify Users of any amendments via e-mail six (6) weeks prior to the amendments taking effect. Amendment notices shall specify (i) the possibility of filing an objection to said amendment, (ii) the deadline therefor, and (iii) the significance and/or consequences of failing to file an objection.
Should a User fail to file an objection regarding the validity of any new Terms within a two (2) week period in written or text form, commencing as of the date subsequent to that of any amendment notice, then the amended Terms shall be deemed to have been accepted by the respective User. In the event an objection is filed, the parties shall be entitled to a special termination right having immediate effect; thus shall any objection be deemed to be a termination.
§ 16 Miscellaneous
Only written declarations from both Parties shall be valid. All agreements, as well as their amendments or cancellation, must be done in writing. This also applies to any changes to this written form requirement.
Any legal relationship between Wordapp and the Buyer shall be governed by the laws of Netherlands.
In case that a provision of these terms is ineffective, then such shall not affect the remaining provisions hereof. The ineffective provisions shall be deemed to be replaced by the provision coming in a legally effective manner as close as economically possible to the spirit of the ineffective provision. The same shall hold for any loopholes these Terms may contain.
If you have any comments, suggestions, questions or complaints, please don’t hesitate to email email@example.com for Customer Service.