General Terms & Conditions for Freelancer
Last modified: August 25, 2016
- GTC for Clients (US)
- GTC for Freelancers (US)
These general terms and conditions (hereinafter “GTC”) are between each Freelancer (as defined below) and WorkGenius, Inc., a Delaware corporation (hereinafter “WorkGenius”), and governs the Freelancer’s and WorkGenius’s respective rights and obligations with respect to the Freelancer’s use of the Website (as defined below) and fulfillment of Jobs (as defined below).
WorkGenius GmbH (hereafter “WorkGenius”) is the operator of the website workgenius.com (hereafter “website”), and offers its customers (hereafter “customer”) the option of commissioning WorkGenius with certain jobs (hereafter “jobs”), which are then managed by the company.
The jobs will not be completed by WorkGenius, but will be given to freelancers registered with WorkGenius (hereafter “freelancers”). Once completed, the results (hereafter “result”) will be made available for download by the customer from the website.
These general terms and conditions for freelancers (referred to as “GTC”) are the basis for all legal relations between WorkGenius and the freelancers.
Freelancers are natural persons and do not act as consumers.
Differing terms and conditions for freelancers do not apply.
To be able to view and process jobs on the website the freelancer has to register on the website via the registration form.
To register successfully the freelancer has to be enrolled at a university.
WorkGenius verifies the enrolment of the freelancer through the e-mail address. Thus, the freelancer is obliged to use an e-mail address provided by the university. In case of doubts, WorkGenius is entitled to ask for an enrolment certificate.
The freelancer is to make sure that all data asked in the registration form is correct, complete and truthful. The freelancer agrees to keep the data up to date. For this purpose, the freelancer can display his or her personal data at any time on the website.
Upon registering, the freelancer receives a user name and a personal password.
When the freelancer registers, WorkGenius creates a user profile and a user account.
The registration and the user account are not transferable.
Freelancers are allowed to register only once at WorkGenius.
During registration, the freelancer has to indicate whether he or she is considered as an entrepreneur and is thus obliged to pay value added tax (VAT). In this case, the freelancer has to indicate their VAT identification number. The freelancer has to notify WorkGenius immediately in case of a change to his or her status as an entrepreneur.
WorkGenius will assign every freelancer one of five quality levels.
“5 star” is the highest quality level and “1 star” is the lowest. A more detailed description regarding the levels of quality and the mechanisms of awarding them can be found on the website.
During registration, freelancers will be assigned to the lowest quality level “1 star”. Freelancers have the opportunity to reach quality level “2 stars” through successful completion of test during the registration.
Further assignment of quality levels will take place through an evaluation by the client after receiving the finished result.
Freelancers can move up into higher quality levels as well as move down into lower ones. More detailed information can be found on the website.
If the freelancer does not fulfil the task within the time set by the client and did not contact the client because of the task, he or she will be set back automatically to quality level “1 star” if a higher quality level has already been achieved.
When placing the job, the client can indicate which quality level is necessary to be able to work on the job.
The placing of orders and the processing of jobs
Every freelancer can see all jobs on the website for which the client prescribed the same or a lower quality level.
WorkGenius offers every freelancer to take over visible jobs. The first freelancer who accepts the job will be assigned it by WorkGenius.
Once the job has been assigned to a freelancer, the freelancer receives information provided by the client as well as guidelines how completing the job. The freelancer carries out the job according to the client’s expectations.
The freelancer transfers the finished result to WorkGenius by the deadline at the latest. The transfer takes place via upload on the website.
If the freelancer realizes that the job cannot be fulfilled within the deadline, he or she can contact the client through the comment box on the website and clarify uncertainties or ask to extend the deadline.
The implementation of jobs, the result or the provision of the result must not violate the law or third-party rights. Nevertheless, if WorkGenius deems this to be the case, the result will be initially removed from the website. The freelancer will then be given the opportunity to eliminate the violation within one week. If the freelancer fails to achieve this, the result will be permanently deleted.
The freelancer is aware of the fact that the loss of data on the WorkGenius server cannot be excluded entirely. The freelancer is obliged to keep a backup copy of the uploaded results. Notwithstanding, WorkGenius performs data backups regularly and therefore seeks to keep an eventual loss of data as to a minimum.
All information the freelancer receives with the commissioning and processing of a job is, provided the information (i) is not public knowledge at the time placing the order, (ii) has become subsequently public knowledge without being the freelancer’s fault, (iii) is unknown to the freelancer at the time placing the order lawfully or (iv) has been introduced lawfully by third parties to the freelancer (referred to as “information”), to be kept secret. In particular, all information received within commissioning including – but not restricted to – any data of the client as well as their guidelines, has to be kept in confidence.
Without a previous written agreement of WorkGenius, it is not allowed to reproduce or use such information. On request of WorkGenius, all information (including copies and records) has to be returned to WorkGenius or destroyed immediately and completely.
Rights to results
As far as rights for the freelancer’s results are concerned, especially copy-, name or industrial property rights, the freelancer grants the client a temporally and spatially unlimited, exclusive, transferable and sub-licensable right to process and use the result for all known and unknown types of use.
In particular, WorkGenius is entitled to forward results to the client and to transfer all rights to that person.
The right to reproduce, distribute, issue, perform, save, transfer and process the results in any way is particularly compromised.
WorkGenius is free to decide whether the results will be utilised against payment or free of charge.
The freelancer abstains from being named when the results are published.
As far as the freelancer’s entitlement in this section on designated rights and rights of review is concerned, especially in accordance with § 41 UrhG, he or she abstains from exercising them for the duration of five years after the creation the right of review. In case of review, WorkGenius remains a simple user right concerning the section of the text involved. The exclusion of the right of review due to other reasons remains unaffected.
The freelancer assures to grant all aforementioned rights to WorkGenius.
Further the freelancer assures that results or their transfers do not violate rights, especially copy-, name-, industrial property or third-party rights.
The freelancer releases WorkGenius from all claims that can be caused against WorkGenius due to violation against this section.
Remuneration, user account and taxes
When the freelancer fulfils a task properly, WorkGenius pays the freelancer the net remuneration that is indicated in the description of the task. When the freelancer is considered as an entrepreneur obliged to pay value added tax, WorkGenius disburses legal added tax in addition.
WorkGenius receives a commission from the client on top of the net remuneration. The level of commission is determined by the respective list of commission rates which can be found on the website.
Therefore, the task description that the client set up does not include the respective net remuneration but the net remuneration, minus the net commission of WorkGenius.
Through acceptance of the result, WorkGenius credits the net amount earned by the freelancer, including possible value added tax, to his or her user account.
The holder of the user account will not receive any interest.
The freelancer can ask to withdraw the balance of the user account to a respective bank account at any time in written form.
Possible costs and fees involved for a bank transfer to an account outside Germany is to be paid by the freelancer.
Withdrawals are to be made within two weeks after receiving the demand of withdraw.
If the freelancer does not request a withdrawal, the amount credited to the user account will be transferred to the registered bank account two weeks after receiving the credit.
WorkGenius transfers a credit for every amount paid out and includes possible value added tax.
WorkGenius is entitled to compensation and to withhold funds.
Over the course of the business relations with WorkGenius, the freelancer is responsible for fulfilling the social security and tax regulations in the freelancer’s place of residence.
WorkGenius is only responsible for damages when they are at fault. Claims for damages – regardless of the legal cause – by the freelancer for damages caused due to slight negligence are excluded. This does not apply when a duty has been breached which is of great importance for achieving the contractual purpose.
The liability of WorkGenius for violating a contractual obligation is limited to the extent of damage which was typically foreseeable when the job was set up because of circumstances that were recognisable at the time.
WorkGenius remains unaffected by claims for damages regarding the product liability law by reason of violation of life, body, health or because of a warranty promise, and claims for damages due to gross negligence or malicious conduct.
WorkGenius does not assume liability for the continuous availability or functional capabilities of the website and for the services offered on the website.
WorkGenius does not assume liability if jobs, their fulfilment, results or the transfer of resulting violate the law or third-party rights. The freelancer is obliged to keep WorkGenius entirely free from liability in case WorkGenius is taken up on this by third parties.
Termination of contract
This contract can be terminated by both parties within one month to the end of the month.
The termination without notice for exceptional reasons remains unaffected.
Terminations have to be submitted in writing.
Jobs which have already been assigned to freelancers at the point of termination, but are not yet finished, are not affected by the termination.
In case of termination, existing credit on the user account will be paid to the freelancer. Interest will not be paid.
At termination of the contract, WorkGenius removes all access data as well as personal data.
Compensation and withholding funds
The freelancer can only determine with undisputed or legal binding claims against claims of WorkGenius or assert a withholding right. The freelancer remains legal assertion of his or her claims unaffected.
Whilst the job is being worked on, all parties agree that WorkGenius has to transmit personal data of the freelancer to the client.
The data protection agreement of WorkGenius can be found on the website.
Changes and further amendments to that contract need to be made in writing (electronic form (§ 126 a BGB) or in the form of text (§ 126 b BGB) are sufficient), in order to be valid. This also applies to the cancellation of the written form requirement.
The business relationship plus any agreements concerning the jobs between WorkGenius and the customer are subject to the material German law, with the exception of the regulations of the international private law. The application of the regulations of the UN sales law (CISG) is excluded.
The place of performance and the place of jurisdiction for any arguments in connection with the relationship of business and the agreements, which are based on the jobs, between WorkGenius and the customer, are located in Hamburg. However, WorkGenius can take legal proceedings against the customers at their residence.
In case particular regulations of this contract are entirely or partly invalid, void or impracticable, the validation of other regulations is not affected. The invalid, void or impracticable regulation is replaced by a regulation, which is similar to the economical intention of the contracting parties at the conclusion of contract. The above applies as a precedent for contractual loopholes.