Terms and Conditions

GENERAL TERMS AND CONDITIONS ELEANOR 

version January 2025

1. WELCOME

1. Welcome to the general terms and conditions of Eleanor. Just like our services, we try to keep these terms as simple as possible. This is not always entirely feasible, and sometimes we cannot avoid legal wording; if something is unclear or if you have other questions about these terms or about Eleanor, feel free to email info@eleanor.tech.

2. WHAT IS ELEANOR?

2. Eleanor is a (digital) platform (Eleanor or the Platform) where a freelancer can connect with a client or bring a fellow freelancer in contact with a client for the execution of a possible assignment (the Lead or the Assignment). This allows the freelancer who establishes the contact (we call this freelancer the Mediator) to earn some extra money. 

The client (whom we conveniently refer to as the Client) can thus connect with a freelancer from a trusted network. Additionally, using Eleanor can significantly reduce recruitment costs for the Client. The freelancer (whom we simply call Freelancer , but could just as well be termed self-employed individual, contractor, or independent professional) may receive a nice (and well-paid) project. In addition, Eleanor takes away a large part of the administrative hassle associated with the establishment of such an Assignment.

A win-win-win situation!

3. Eleanor enables the Client and Freelancer to come to an agreement regarding the Assignment, which agreement can be generated by Eleanor or drawn up and uploaded by the Client and Freelancer themselves in Eleanor (the Agreement). Eleanor and the Mediator are not parties to this Agreement and have no further involvement in its establishment and/or content.

4. In addition, Eleanor offers Users (see hereafter in chapter C who they are) various modules via its Platform that can be used in the execution of the Agreement (Modules). See chapter D for the various Modules.

5. If an Agreement is established via Eleanor, the Client pays a usage fee to Eleanor for the use of the Platform during the term on a monthly basis (the Usage Fee) and the Mediator receives a fee for establishing a successful contact on a monthly basis (Referral Fee). See chapter E for more details on fees, payments, and invoicing.

3. APPLICABILITY

6. These terms of use of Eleanor (the Terms) – which Eleanor can unilaterally change from time to time – apply to any use of Eleanor (both via computer and mobile devices) by the Users of the Terms. The Users of the Terms are the Mediator, the Client, and the Freelancer. If Eleanor modifies the Terms, it will inform the Users of this. 

7. By registering with Eleanor, the User accepts these Terms.  

8. All general terms and conditions of the Users are expressly rejected and do not apply to the use of Eleanor by the Users. 

9. If any provision of the Terms is invalid or unenforceable, the other provisions of the Terms remain in full force. The invalid or unenforceable provision will then be replaced by a provision that closely approximates it. 

4. HOW DOES ELEANOR WORK?

For the Freelancer

10. Freelancers can only register with Eleanor based on an invitation from Eleanor itself or through existing users, such as clients or already registered freelancers.  

11. The Freelancer receives an email from the Platform with a registration link. Through the link, after verifying the email address, the Freelancer can register with Eleanor by creating a personal profile. After registration, the freelancer can further complete their profile with personal and financial details. By creating a personal profile, the freelancer accepts the general terms and conditions. The freelancer gains access to freelance assignments through the Platform and can take on the role of Mediator. 

For the Mediator

12. A Freelancer takes on the role of Mediator when they recommend their trusted network of Freelancers for assignments.

For the Client

13. The Client can register with Eleanor via the website (www.eleanor.tech) or, once the app becomes available, via the app. By creating their own profile, the Client accepts the General Terms and Conditions.  The Client gains the ability to publish new assignments and view suitable Freelancer profiles through the Platform.. 

Introduction Client / Freelancer

14. After the Client publishes the Assignment in Eleanor, Freelancers can register or recommend freelancers from their trusted network. The Client gains insight into the candidate's profile, which includes, among other things, the CV, possibly along with (referral) motivation.

15. The Client and the Freelancer can then – outside of Eleanor – contact each other regarding the (establishment and content of the) Agreement. If the Client and the Freelancer wish to enter into an Agreement with each other, they can choose to make use of: 

1. the model Agreement facilitated by Eleanor, including a number of optional provisions, or;

2. an Agreement drafted by the Client and the Freelancer themselves.

The Client and the Freelancer agree – outside of Eleanor – on which conditions and which provisions are part of the Agreement. 

Using the model Agreement from Eleanor 

16. If the Client and the Freelancer wish to use the model Agreement facilitated by Eleanor, the Client indicates in Eleanor which conditions and – optionally – which optional provisions (which can be checked in Eleanor) are part of the Agreement and approves the Agreement. 

17. After the Client approves the Agreement, Eleanor generates the Agreement. The Agreement will be sent via email to the Client and the Freelancer and can be digitally signed through Eleanor. Only after both the Client and the Freelancer have signed the Agreement, does the Agreement come into effect. The Client, the Freelancer, and if applicable, the Mediator, will then receive a message from Eleanor that an Agreement has been established.

Using a personal Agreement

18. If the Client and the Freelancer wish to use their own Agreement, the Client can upload the mutually agreed and signed Agreement between the Client and the Freelancer in Eleanor. 

Note: For proper execution of the Agreement via Eleanor, the Client must enter or adjust the agreed fee, the start and end date, and the contract hours per week of the Agreement in the Assignment in Eleanor. This occurs via a pop-up after uploading the document.

19. After uploading the Agreement and entering the agreed fee, the start and end date, and the contract hours per week in Eleanor, the Client, the Freelancer, and if applicable the Mediator will receive a message via Eleanor that an Agreement has been established. 

Extension of the Agreement 

20. One month before the end date of the Agreement, the Client, the Freelancer, and the Mediator will receive a message via Eleanor that the Agreement is about to end. This message will offer the Client and the Freelancer the option to extend the Agreement.

21. If the Client and the Freelancer wish to extend the Agreement, this extension will occur under the same conditions as the previous Agreement, with the exception of the (new) start and end date and – optionally – the fee and the number of contract hours per week. 

22. The Client and the Freelancer can indicate in Eleanor whether, and if so, for what period (what new start and end date), against what fee and what number of contract hours per week they wish to extend the Agreement. If both the Client and the Freelancer have given their consent in Eleanor for the extension of the Agreement, the period of that extension, and the fee, a new Agreement will come into effect. If the Client and Freelancer wish to amend the Agreement (for the extension) in more respects than stated in this article 22, a new Assignment must be created by the Client, in accordance with what is set out in articles 15 of this Agreement.

23. The Client, the Freelancer, and if applicable the Mediator will receive a message via Eleanor that a (subsequent) Agreement has been established. This message will also include the essential terms of the (subsequent) Agreement. 

Modules 

24. Eleanor facilitates various Modules that can be used for the execution of the Agreement:

• Module Function Description: in this Module, the Client creates an assignment, possibly with the help of the free AI features.

   

• Module Time Registration: in this Module, the Freelancer approves the hours worked by him/her on the Assignment based on the Agreement (the Worked Hours), no later than the last day of the month.  If the actual hours deviate, and when costs have been incurred for the project, the Freelancer can indicate that. The Client has a period of 3 working days after input to approve the Worked Hours. If the Client does not approve the Worked Hours within this period, the Worked Hours are deemed to have been approved by the Client. 

• Module Accounting: this module includes all financial obligations and claims of the Users arising from these Terms and the Agreement. Users always have access to this module.

• Module Contract Management: this module facilitates the model Agreement including optional provisions, any extensions and amendments thereof, and the digital signature.   

25. Eleanor can also offer additional modules to the Users for the execution of the Agreement, for an additional and to be agreed fee.

5. CESSION, FEES, AND PAYMENT THEREOF

26. The Agreement includes agreements between the Freelancer and the Client about a fee per hour worked (the Fee). The Fee is exclusive of the Referral Fee (for the Mediator) and the Usage Fee (for Eleanor). 

27. In the Agreement, the Freelancer cedes their claims from the Agreement on the Client to Eleanor (this is called cession). The Freelancer expressly agrees to this transfer and the Client hereby declares to be aware of this transfer. This transfer entails that Eleanor will invoice the Fee and that the Client must make payment to Eleanor to be released. 

28. Eleanor sends the Client an invoice for the Fee on a monthly basis, no later than 1 working day after the Client has approved the Worked Hours in the Time Registration Module. The Client pays the invoice no later than within the contractually agreed payment term.

Note: if the Client and the Freelancer use an Agreement drawn up by the Client and the Freelancer themselves, the provisions in articles 27 to 29 of these Terms shall apply as needed, deviating from the invoicing and payment agreements in that Agreement.

29. Eleanor receives a Usage Fee for providing access to the Platform. The Usage Fee is equal to an amount of EUR 3.50 excluding VAT per Worked Hour.

30. If applicable, the Mediator receives a Referral Fee for establishing a contact. This Referral Fee is equal to an amount of EUR 2.50 excluding VAT per Worked Hour. Eleanor uses reverse invoicing. This means that Eleanor will send a monthly invoice to the Mediator for the Referral Fee, stating "invoice issued by the buyer." Eleanor sends the invoice no later than 1 working day after the Client has approved the Worked Hours in the Time Registration Module. Eleanor pays the invoice no later than 1 working day after Eleanor has received the Fee from the Client. 

31. Eleanor also uses reverse invoicing for the payment of the Freelancer (see above in article 30). Eleanor sends an invoice to the Freelancer, stating "invoice issued by buyer" for the amount of the Fee that remains after deducting the Usage Fee and the Referral Fee. Eleanor sends the invoice no later than 1 working day after the Client has approved the Worked Hours in the Time Registration Module. Eleanor pays the invoice no later than 1 working day after Eleanor has received the Fee from the Client. 

6. EXCLUSIVITY 

32. One important goal of Eleanor is that the Mediator is rewarded for providing their network to the Client and the Freelancer. Therefore, it would not be reasonable and would not conform to the thinking of Eleanor if the Client and the Freelancer - after being paired by the Mediator via Eleanor - bypass the Mediator and Eleanor by contracting with each other outside of Eleanor. This also applies when Freelancer and Client make contact without the Mediator's involvement outside of Eleanor to coordinate the terms of their Agreement.

33. To prevent this, it is prohibited for the Client (and/or its affiliated companies) and the Freelancer, during a period of 3 months after the publication of the project, to conclude an agreement in any form directly - thus outside of Eleanor - without written permission from Eleanor. Eleanor will not unreasonably withhold its consent, for example if the subject of the agreement to be concluded by the Freelancer and the Client pertains to a fundamentally different project than the Assignment or involves fundamentally different work than required for the Assignment.  

34. In the event of a breach of the exclusivity clause in article 33 of these Terms, the Client and the Freelancer each individually owe a penalty to Eleanor of EUR 3,000 per breach. The penalty is immediately payable, without any further notice, demand for payment, or judicial intervention. Any penalties received by Eleanor under this article will be paid out 50% to the Mediator, if applicable.. 

7. OTHER PROVISIONS 

35. The Mediator confirms that he/she uses Eleanor only incidentally and not in the exercise of a profession or business. 

36. The Client and the Freelancer grant the Mediator permission to inspect the Assignment and the Time Registration Module. 

37. Eleanor provides a (model) agreement as a service to the Client and the Freelancer, including optional provisions. The use of this agreement and/or the optional provisions is at the discretion of the Client and the Freelancer. The Client and the Freelancer confirm that they do not intend to enter into an employment contract with each other within the meaning of Article 7:610 of the Civil Code. 

38. Eleanor is not liable for the consequences of the use of this (model) agreement or the optional provisions. The agreement is entered into between the Client and the Freelancer. Neither Eleanor nor, if applicable, the Mediator, is a party to this agreement nor do they have any further involvement in the content and implementation of the agreement. 

39. Eleanor is not liable for the quality of the work performed by the Freelancer or the quality of an Assignment from the Client, nor for the recruitment and selection of the Freelancer. Eleanor provides a Platform to facilitate the matching of supply and demand, but has no substantive involvement in that process. 

40. The Users are responsible for submitting correct filings for all taxes and social insurance premiums owed by them under the Terms and/or the Agreement and ensuring timely payment thereof. 

41. Eleanor reserves the right to refuse or terminate a User's registration.

42. Eleanor is not responsible and/or liable for (i) any content posted on - or damage arising from - the Platform, its website, or the application (ii) damage arising from non-fulfillment or failure to fulfill one or more provisions of these Terms and/or the Agreement, including payments arising from the Agreement and/or (iv) the actions or omissions of the Users.

43. If Eleanor were to be liable for any reason towards a User, then this liability is limited to a maximum of 3 times the average Usage Fee related to the Assignment. 

44. The Users agree to provide personal and contact details to Eleanor and to other Users via Eleanor. 

45. The Users give Eleanor permission to process personal data. It is necessary for Eleanor to process personal data, among other things, for the execution of these Terms and the Agreement. 

1. Only Dutch law applies to the Terms. Any disputes arising from or related to these Terms or the Agreement, to the extent this concerns Eleanor, shall be submitted exclusively to the District Court of Amsterdam.