§ 1 Subject of the website
(1) The purpose of the website is the placement of freelancers from all over the world through Providerly.com (hereinafter Agent) and the support of freelancers and clients in the execution of their contracts.
(2) The Agent is merely a platform for the provision of independent services of international freelancers and does not provide such services itself.
(3) Users of the agent’s marketplace platform are first of all the clients seeking service by international freelancers who wish to use the agent's platform to conclude a separate contract with a self-employed service provider for the provision of services.
(4) Users of the agent’s marketplace platform are also independent freelancers who can offer their services via the agent and can receive orders.
§ 2 Scope of application
(1) These Terms and Conditions are part of the contract and apply exclusively. Conflicting or differing from the terms and conditions of the agent conditions of the client or the freelancer does not recognize the agent, unless the agent has not expressly agreed to their validity. The Agent does not accept deviating conditions even if the Agent performs the order unconditionally in the knowledge of conflicting or deviating conditions of the user. The general terms and conditions of the agent apply, as far as mutual is a commercial transaction (especially in relation to the independent freelancers), also for all future business with the user. Decisive is the version valid at the time of conclusion of the contract.
(2) By registering on the marketplace platform, the user will be notified of the general terms and conditions and the user will confirm the validity of the general terms and conditions. They include all the services of the agent.
(3) These Terms and Conditions apply only to entrepreneurs in the sense of § 14 BGB (German Law).
§ 3 Further services of the agent
(1) The agent shall undertake the payment processing in accordance with the following paragraph for payment.
(2) The agent provides on-platform software for order-based communication to users for easy use.
(3) The agent shall provide users on the platform with time recording software with which the temporal services can be recorded.
§ 4 Order Execution
(1) The contract between the users is completed online on the platform and documented and stored by the platform.
(2) The contract is always concluded on the basis of the sample conditions of Providerly.com, but the agreements between the parties, as they result in particular from the communication on the platform, shall prevail.
(3) The Freelancer assigns all his claims against the client to the agent for collection. This includes sales tax, to the extent that it arises.
(4) The payment to the Freelancer takes place monthly in arrears.
§ 5 Liability of the agent
(1) The agent shall be liable without limitation for intentional or grossly negligent conduct and for culpable injury to life, limb or health or for a breach of the Product Liability Act or for a guaranteed property of unlimited amount.
(2) In case of a slightly negligent breach of contract non-essential contractual obligations, the agent is not liable. In the case of a breach of non-essential contractual obligations, the liability of the agent is limited to the replacement of the typical damage foreseeable at the time the contract was concluded. Significant contractual obligations are those obligations that protect essential legal positions of the user, ie the user has to grant the contract based on its content and purpose, and obligations whose fulfillment makes the proper implementation of the contract possible and whose compliance the user regularly relies on ,
(3) Incidentally, the liability of the agent is excluded for whatever legal reason. This limitation of liability also applies in favor of the employees and employees as well as vicarious agents and subcontractors of the agent. A reversal of the burden of proof is not associated with the above provisions.
(4) The offers and contents of users published on the agent's platform are not checked by the agent for their legality, correctness and completeness and do not constitute the opinion of the agent. The agent is not responsible for third-party offers and contents.
§ 6 Data protection
(1) For the contract according to. Art. 6 para. 1 lit. b DSGVO contract data collected (eg name, address and e-mail address, any services used and all other data transmitted electronically or for storage, which are necessary for the execution of the contract), as far as they are justification, content or modification this contract are required.
(2) The contract data shall only be passed on to third parties insofar as it is necessary (pursuant to Article 6 (1) (b) GDPR) for the performance of the contract to do so for the overwhelming interest in effective performance (pursuant to Art. 1 lit. f DSGVO) or consent of the data subject (pursuant to Art. 6 (1) a DSGVO) or other legal permission. The data will not be forwarded to a country outside the EU, unless the EU Commission has established comparable data protection as in the EU, has given its consent or agreed the standard contractual clauses with the third party.
(3) Affected parties can request free information about the stored personal data at any time. You may at any time request correction of incorrect data (including by supplementing) as well as a restriction on their processing or the deletion of your data. This applies in particular if the processing purpose has expired, a required consent has been revoked and no other legal basis exists or the data processing is unlawful. The personal data will then be corrected, blocked or deleted within the legal framework without delay. There is always the right to revoke a given consent to the processing of personal data. This can be done by an informal message, e.g. by mail. The revocation does not affect the legality of the data processing carried out until then. It may be required to transfer the contract data in machine-readable form. Insofar as the data processing concerns a violation of the law, a complaint can be submitted to the competent supervisory authority.
(4) In principle, the data will only be stored for as long as the purpose of the respective data processing requires. Further storage is particularly important if this is still required for legal action or legitimate interests, or if there is a legal obligation to retain the data (eg tax retention periods, statute of limitations).
§ 7 Force majeure
(1) If the agent is unable to provide services due to force majeure, the agent's obligation to provide services shall be suspended as long as the impediment to performance continues.
(2) If the impediment to performance lasts more than two months, the user has the right to withdraw from the contract if the fulfillment of the contract no longer has any interest due to the obstacle.
§ 8 Rights to content on the platform
(1) The agent stores for the user uploaded by the user multimedia content such as images, (video) texts, etc., or mediates the required storage space and access to it. The user is responsible for the multimedia content uploaded or uploaded by the agent on the agent's platform. Insofar as the user uses unlawful content and the agent is therefore claimed by third parties, the user is obliged to indemnify the agent against any claim, including compensation and reimbursement claims, upon first request.
(2) The user must independently ensure that content uploaded by him does not violate applicable laws and regulations, good morals and in particular the rights of third parties, in particular name, personality, copyright, trademark and data protection rights must be observed. In particular, the user is also obliged to upload any content on the mediation platform that violate provisions of the Criminal Code or the Youth Media Protection State Treaty. Likewise, the user is prohibited from posting pornographic, violent or racist content. The same applies to the use of e-mails and the use of other electronic means of communication of the agent.
(3) By placing a multimedia content (text, image, drawing or sound sequence) in its own profile area, the user transfers to the agent a gratuitous, revocable, unlimited, sublicensable and local unlimited right of use to that of the user on Providerly.com adjusted multimedia content; this does not apply to all order-related content, here the rights remain with the users. The right to use the profile content includes, in particular, the right to edit the multimedia content for the purposes of the agent and to make it available to the public online and offline, printed or electronically. This includes playback on any online-access device that allows the agent to view, retrieve, and play content.
(4) The content offered and displayed on the agent's agent platform is protected by copyright.
§ 9 Place of fulfillment, applicable law, severability clause
(1) Place of performance is the seat of the agent (Tallin, Estonia).
(2) For all current and future claims from the management with merchants (independent freelancers) is the exclusive place of jurisdiction Berlin, Germany. However, the agent is also entitled at any time to sue the user at his place of business or any other permissible place of jurisdiction.
(3) All legal relationships are governed exclusively by German law.
§ 10 Contract
(1) The agent enables the client to search for international freelancers and to book independent services by international freelancers.
(2) The agent also provides accompanying services to support the execution of the contract:
§ 11 Profile of the client
(1) The client is obliged to provide truthful and complete information in his profile. This data is used to establish the contractual relationship with the independent freelancer. A misrepresentation in this area can lead to breaches of contract in relation to the independent freelancer and possibly even criminal offenses.
(2) The client is obliged to keep his profile up to date and up to date. The client can enter new data in the profile at any time.
(3) Each client can only create one profile, it serves exclusively for marketplace services to the freelancer. A booking for other clients is not possible.
(4) It is the free decision of the agent to accept the creation of a customer profile or not. The agent is entitled to delete client profiles at any time without giving reasons. In this case, the license agreement between the client and the agent for the operator platform ends.
(5) The client is obliged to notify the agent immediately if the customer becomes aware that third parties have access to his access data or otherwise gain access to his customer profile. If the client does not notify the agent, he is obliged to compensate the agent for the resulting damage.
§ 12 Marketplace
(1) If the client submits an independent service via the marketplace platform, a contract for the mediation of an independent service is concluded between the client and the agent.
(2) The agent acts only as a mediator and passes on declarations of will from the customer or the freelancer only as a messenger. The independent service contract is concluded exclusively between the client and the independent freelancer.
(3) The placement is free of charge for the client. The agent points out that self-employed freelancers pay commission to the agent, which is included in the service charge. Regardless of this, the client is not obliged to make payments to the agent due to the mediation.
(4) The mediation contract is only concluded when the independent freelancer has accepted the booking by the client. The agent can only forward declarations of intent as a messenger, but not bring the contract. In this respect, the agent is also not obliged to bring about a mediation success.
(5) If the client uses a service without mediation through the agent, in which contact details are exchanged with the independent freelancer ahead of time, the client is obliged to pay the agent a contractual penalty of 2,500 euros for each case of the infringement. The claim for further damages of the agent remains reserved, the contractual penalty is to be credited against the damages. The agent is entitled to block the client at any time.
§ 13 Order execution / contract fulfillment
(1) The agent exclusively commits independent service providers. The customer is prohibited from entering into an employment relationship with the freelancer. In particular, the client is prohibited from ordering the service provider regarding the type, location and time as well as the content of the service provision. In any case, the agent has never brokered an employment relationship between the client and the freelancer.
(2) The agent is not party to the service contract. The agent is not responsible for the proper performance of the contract by the freelancer and is not liable. The contract for the provision of services is concluded exclusively between the client and the freelancer. The performance of the agent is exhausted in providing this service and other support services.
(3) The client can only initiate bookings on the basis of advance payments made. If his contingent is exhausted, the further triggering of orders is no longer possible.
(4) The client may use the available payment methods as they arise from www.providerly.com/payment in order to replenish his quota.
(5) Services of Freelancer confirmed by the Client or enforced by legal means shall be deducted from the Customer's credit balance. If the customer's credit balance is insufficient to pay / secure the freelancers, the client is immediately obliged to settle a negative balance.
(6) As far as sales tax is payable for the orders, the client has to pay these additionally.
(7) If a freelancer requires the agent to settle payments that have not been confirmed by the client, the agent can secure a credit balance of the client for as long as possible
III. Legal relations to an independent freelancer according to § 1 (4)
§ 14 Contracts
(1) The self-employed freelancer may publish his services and profile with the agent and open a corresponding offer.
(2) The self-employed freelancer is obliged to pay tax on his receipts and to duly fulfill his own tax and other self-employment obligations.
§ 15 Freelancer profile
(1) The freelancer is obliged to provide truthful and complete information in his profile. These data are used to establish the contractual relationship with the client. A misrepresentation in this area can lead to breaches of contract in relation to the client and possibly even punishable acts.
(2) The freelancer is obliged to keep his freelancer profile up to date and up to date. The freelancer can enter new data in the profile at any time.
(3) Every freelancer can only create one profile, it serves exclusively for the offer of own achievements towards the client of the agent. Booking for other freelancers is not possible.
(4) It is the free decision of the agent to accept the creation of a freelancer profile or not. The agent is entitled to delete freelancer profiles at any time without giving reasons. In this case, the license agreement between the Freelancer and the Agent for the Mediation Platform ends.
(5) In particular, the Freelancer is obliged to state his status as an independent Freelancer by providing truthful information and is also obliged to notify the Agent in case of loss of this position.
(6) The freelancer is obliged to notify the agent immediately if the freelancer becomes aware that third parties have access to his access data or otherwise gain access to his freelancer profile. If the freelancer does not notify the agent, he is obliged to compensate the agent for the resulting damage.
§ 16 Mediation / payment
(1) The agent will receive a commission of 3 euros or 20% of the freelancer's earned hourly wage, whichever is greater. If the freelancer declared a minimum order value, he deserves this value even if he actually worked less. Here, however, the commission of the agent (as well as the earnings of the freelancer) refers to the total minimum order value.
(2) The Agent shall be entitled to deduct the commission accruing in favor of the Agent from a service charge of the Client forwarded by the Agent.
(3) If the Freelancer accepts the booking of a customer without mediation through the agent, in which contact details are exchanged with the independent client beforehand, the freelancer is obliged to pay the agent a contractual penalty of 2,500 euros for each case of the infringement. The claim for further damages of the agent remains reserved, the contractual penalty is to be credited against the damages. The agent is entitled to block the freelancer at any time.
(4) The Freelancer already agrees that the client evaluates the service performed by the agent on the platform side. The freelancer agrees that the agent will contact the client and ask questions about the service provided.
§ 17 Execution of the order / payment
(1) The Freelancer is obliged to comply with the offers he has made himself and to duly perform his services to the Client. The Freelancer agrees to provide the orders without prepayment via the agent for payment mediation.
(2) The Freelancer hereby assigns to the Agent all fees resulting from orders, which he has acquired and completed through Providerly.com. The agent accepts this assignment.
(3) The agent assumes the default risk for these payments (so-called del credere liability) insofar as the client has reduced the service in terms of quantity and quality.
(4) The Freelancer is liable for the stock of the assigned claim.
§ 18 Duration of the placement order
(1) The mediation relationship between the freelancer and the agent has been received indefinitely. It can be terminated by the Freelancer at any time by deleting his offers and his profile.
(2) The agent is also entitled to terminate the mediation relationship with the freelancer at any time without stating reasons, this being done by deleting the profile and the offers of the independent freelancer by the agent.
(3) Any termination of the contract of use shall remain unaffected.