GENERAL CONDITIONS-EASTLINK-B2B

 

 

Article 1. General

1.1. Correspondence and physical address: Paxtonstraat 3D, 8013 RP Zwolle, the Netherlands.

1.2. These general conditions have also been filed with the Chamber of Commerce and can be consulted at www.kvk.nl.

 

Article 2. Definitions

2.1. The terms below have the stated meaning in these general conditions:

  1. Account: the Account – based on one of the available subscription options: Basic, Medium or Premium - on the platform enabling the user to use the service that Eastlink offers.
  2. Advertisement: an Advertisement on the platform, in which the client offers a project.
  3. General Conditions: these General Conditions.
  4. Bid: an offer from the supplier in response to one of the client's Advertisements relating to a project.
  5. Bid Point: a credit (which cannot be expressed in monetary terms) that Eastlink makes available to the user and which the user can obtain by means of a request generated on the platform for a supplier to create and pay for an Account. This credit can be used to submit Bids.
  6. Client: the capacity of the user (only natural persons and legal entities that are not consumers and are acting in the course of a profession or business, insofar as not contrary to any laws or regulations) that offers a project by using the Platform.
  7. Contact Fee: the fee that the Client owes to Eastlink equal to zero one per cent (0,1%) of the Bid by the suppliers that the client will reveal.
  8. Contact Details: all contact details that the user provides to Eastlink.
  9. Service: the service that Eastlink offers, consisting of providing the platform.
  10. Eastlink: the private limited company Eastlink B.V., with its registered office in Zwolle, the Netherlands, registered with the Chamber of Commerce under number 05078965.
  11. Phase 1: stage in which the suppliers can submit Bids in response to an Advertisement of the Clients. Phase 1 is limited by time displayed on the platform with a timer. In Phase 1, a Bid is submitted anonymously.
  12. User: the User (only natural persons and legal entities that are not consumers and are acting in the course of a profession or business, insofar as not contrary to any laws or regulations) – whether or not in their capacity as Client or supplier – who uses the platform in any way, including, but not limited to, placing an Advertisement and submitting Bids in response to an Advertisement.
  13. Agreement: the Agreement between Eastlink and the User relating to the Service, of which these General Conditions form an integral part.
  14. Platform: the platform Eastlink offers through the website Eastlink.eu, an application or any other way in which the Users can contact each other regarding a project to be executed.
  15. Profile Page: a page on the Platform with a summary of the User’s anonymised company profile, their reviews, Bids and Projects. Eastlink may change the design of the Profile Page and the type of data it contains from time to time.
  16. Project: a request from the Client for production, installation, maintenance, and so on.
  17. Project Point: a credit (which cannot be expressed in monetary terms) that Eastlink makes available to the User can be used to offer the Project.
  18. Response: any reaction by the Client to an Advertisement, regardless of its content.
  19. Review: feedback from Users on other Users.
  20. Success Fee: a fee to be paid by the supplier to the Client equal to zero point five per cent (0.5%) of the contract price of the Project after an agreement has been concluded between the supplier and the Client by means of an Advertisement on the Platform.
  21. Supplier: the capacity of the User (only natural persons and legal entities that are not consumers and are acting in the course of a profession or business, insofar as not contrary to any laws or regulations) that makes themselves available by means of the Platform for a Project on the Client’s instructions.
  22. Website: Eastlink.eu.

 

Article 2. General

2.1. These General Conditions apply to all Agreements, regardless of how they are concluded, and to any other legal acts between Eastlink and the User.

2.2. Eastlink may always amend or supplement these General Conditions. If this involves substantive changes, Eastlink will try to give notice of such changes in due time before they take effect. If the User does not wish to accept the new changes, the User may terminate the Agreement between the parties until the date on which the changes take effect.

2.3. Deviations from the General Conditions are valid only if Eastlink and the User expressly agree on them in writing or by email.

2.4. Eastlink expressly rejects any general conditions of the User.

2.5. Once these General Conditions have applied to a legal relationship between the User and Eastlink, the User is deemed to have agreed in advance to their applicability to any subsequent Agreements, unless Eastlink and the User expressly agree otherwise in writing.

2.6. If and insofar as any provision of these General Conditions is declared void or annulled, the other provisions will remain in full force and effect. Eastlink will then adopt a new provision to replace the void or nullified provision, considering the purpose of the void or nullified provision as much as possible.

 

Article 3. Formation of the Agreement

3.1. The Agreement for the User’s use of the Service is formed by the User registering through the Platform.

3.2. The Client and Supplier may conclude Agreements with each other after the end of Phase 2. At the discretion of the Clients and/or Suppliers, these Agreements may be concluded orally, in writing, by telephone, electronically or in any other manner. Eastlink gives no warranty regarding the conclusion of the Agreement and is not liable for its conclusion or performance.

 

Article 4. Service

4.1. Eastlink offers a Platform on which the Client and Supplier can contact each other regarding the execution of a Project. Eastlink assumes a best-efforts obligation regarding the Service and has a facilitating role only. It therefore cannot be held responsible for acts or omissions of the Client and Supplier through or in connection with the Platform or otherwise. Any liability of Eastlink in this regard is excluded.

4.2. Eastlink always reserves the right to adapt and/or terminate the content of its Service. Eastlink must do its utmost to give notice of any termination of the Service.

4.3. Eastlink has compiled the Platform’s content with the utmost care. However, all content information on the Platform in Advertisements, Accounts, Reviews, Bids and the like, comes from the Users. Eastlink is not liable for any incorrect or incomplete information of the Users or for any other communication of the Users. Eastlink need not verify the accuracy or completeness of any information provided by the Users. Eastlink is not liable for the Users fulfilling their obligations, including any payment obligation, properly executing work for a Project or complying with any other requirements that Eastlink may impose.

4.4. Insofar as the applicable law permits it, the information that Eastlink posts on the Platform, excluding any express or implied warranties, undertakings or indemnities of any nature – including, but not limited to, the exclusion of warranties of title, adequate quality, fitness for a particular purpose and non-infringement of proprietary or third-party rights – is offered as is. In particular, Eastlink does not warrant that:

  1. the information on the Platform is correct, complete, appropriate, up-to-date and lawful, including the information provided by the Users;
  2. the Platform will operate uninterruptedly, free of viruses, trojans and other faults and/or defects, and that any defects will be remedied; and
  3. third parties will not unlawfully use the Platform and/or Eastlink’s systems.

 

Article 5. Maintenance and interruption of the Service

5.1. Eastlink is entitled to temporarily deactivate or restrict the Platform if this is necessary or desirable to maintain or adapt it, for example. This cannot give rise to any right to compensation against Eastlink. Eastlink need not inform the Users of this, in advance or otherwise.

 

Article 6. Use of the Service and confidentiality

6.1. Only natural persons and legal entities that are not consumers and are acting in the course of a profession or business, insofar as not contrary to any laws or regulations, may register as a User on the Platform. Eastlink may refuse a User, block the User’s account or remove the User without paying compensation or stating reasons.

6.2. The User warrants that all data – including, but not limited to, the name, address and email details they provide for the purpose of the Service – are complete, correct and up-to-date, and that they will use the Service exclusively for themselves. The User also warrants that:

  1. they are authorised to use the Service;
  2. they will comply with applicable laws and regulations;
  3. they are registered in the Dutch register of the Chamber of Commerce (or an official foreign variant of it), they will remain registered for the duration of the Agreement, and this registration relates to the field in which the User works;
  4. they will always comply, or continue complying, with the prevailing requirements for Users that Eastlink sets and communicates to them through the Platform or otherwise from time to time. Eastlink will always communicate any substantive criteria to the User before they become effective and allow the User a reasonable period to meet the new quality requirements; and
  5. they will always comply, or continue complying, with the prevailing internal rules, as communicated on the Platform. Eastlink may change the internal rules from time to time.

6.3. The User must not post messages on the Platform with a content and/or for any purpose for which the Service is clearly not intended and must refrain from sending unwanted messages to other Users. Unwanted messages include, but are not limited to, messages sent in large quantities to multiple Users and advertising aimed at directly or indirectly promoting a business.

6.4. By presenting data on the Platform – including, but not limited to, Accounts, Advertisements, Reviews, Bids and the like – the User consents to the publication of such data on the Platform and warrants they are authorised to give such consent.

6.5. The information below may never be posted on the Platform:

  1. material that contravenes any applicable law, regulation or these General Conditions;
  2. material that refers to providing illegal services or services that could in any way cause damage to the property of others;
  3. material that infringes any intellectual property rights, privacy rights or violates other rights of Eastlink or third parties;
  4. material that Eastlink believes is contrary to good morals or good taste, is violent or incites violence or hatred towards one or more other people;
  5. material that in any way mentions or refers to another service, website or platform competing with or similar to the Service or Platform; and
  6. advertising with the aim of directly or indirectly promoting a business.

6.6. The Supplier must post Responses via the Platform and not share contact details with the Client until the client reveals the contact details. The Supplier must not attempt to bypass the payment of the Contract Fee or the Success Fee to Eastlink by exchanging contact details or in any other way.

6.7. Eastlink reserves the right to change or reduce the information provided by the User. Eastlink also reserves the right – but is not obliged – to refuse or to remove Advertisements, Accounts, Reviews, Bids and the like from the Platform without stating reasons, for example because they are inaccurate or unreliable, violate the law or are unlawful towards third parties, without this in any way resulting in any right of the User to compensation.

6.8. Eastlink is not a party to Agreements between the Supplier and the Client. Eastlink therefore cannot exercise any control over the quality, safety or legality of the Projects, the correctness of the offers, the Client’s authority to have work performed or the Supplier’s authority to perform such work. The User indemnifies Eastlink against any third-party claim relating to such matters. Any liability of Eastlink in this regard is excluded.

6.9. Personal or other data that the User obtains through the Platform may be used only for the purpose for which those data were provided, namely work in execution of the Project. Processing these data for any other purpose – including, but not limited to – any form of unsolicited communication (spam) is not permitted. Nor is it permitted to collect personal data (including email addresses) of Users for any purpose. Any liability of Eastlink is excluded.

6.10. The User must observe secrecy concerning all confidential information and business or other data that come to its knowledge through the use of the Platform and the work to be performed in that regard, subject to forfeiture of an immediately due and payable penalty of €10,000.00 per event, plus €1,000.00 per day that it persists in acting contrary to this Article, after having been warned. The use of one item of personal or other data counts as one event. The above applies notwithstanding Eastlink’s right to adopt other measures available to it against the User or claim compensation.

6.11. The User must not post an Advertisement or other messages on the Platform to recruit for permanent employment or for promotional activities, research or programmes.

 

Article 7. Reviews

7.1. The Client may add a Review to the Supplier’s Profile page if an Agreement has existed between them. The Client provides the information requested in the Review. When posting a Review, the Client must also comply with the provisions of Articles 4.4. and 6.5.

7.2. The Client determines the content of a Review. Eastlink has no influence over this and cannot be held responsible for the content of Reviews. Eastlink is not liable for any damage arising from the content of a Review.

7.3. Eastlink may always remove a Review without stating any reason. It may also, but not only, do so if it transpires from a report that the Review is incorrect, unreliable or indisputably unlawful, or otherwise does not comply, among other things, with the provisions of Articles 4.4. and 6.5.

7.4. A Review must at least meet these conditions:

  1. a Review must not contain libellous, vulgar, obscene or racist language;
  2. a Review must not contain any personal data relating to the Supplier;
  3. a Review must not contain links and/or scripts;
  4. a Review must not contain false or misleading information; and
  5. a Review must be added by the Client and must relate to the Supplier with whom the Client has concluded an Agreement.

 

Article 8. Privacy

8.1. Eastlink processes Users’ personal data for the purpose of performing the Service and related activities in accordance with the General Data Protection Regulation (GDPR) and subsequent data protection legislation.

8.2. Eastlink’s Privacy Statement, as published on the Platform, applies to this processing of personal data.

 

Article 9. Account and provision of information by the User

9.1. To use Eastlink’s Service, the User must create an Account in the manner described on the Platform and provide the required information.

9.2. Eastlink may request additional information from the User from time to time. The User must provide this information to Eastlink immediately on request. If the User does not provide the additional information within fourteen (14) days of Eastlink’s request, Eastlink may block the relevant Account until the requested information has been provided.

9.3. Eastlink may refuse to allow the creation or posting of or may remove an Account, Review, Advertisement, Bid or other information by the User without stating reasons and without being liable for any resultant damage.

9.4. The password that a user creates is strictly personal and the User must not allow third parties to use it. The User is liable for any use of their Account and indemnifies Eastlink against any third-party claims for damage or otherwise, arising in any way from the use of their Account. The User must report suspected misuse of their Account in writing to Eastlink immediately.

 

Article 10. Intellectual property rights

10.1. All intellectual property rights relating to the Platform vest exclusively in Eastlink and/or its licensors, except for material that Users provide by posting Advertisements, Accounts, Reviews, Bids and the like.

10.2. Users must not make the Platform or any of its content available to third parties, reproduce it, distribute it, transmit it, or incorporate it in another document or material in any way without Eastlink’s prior written consent. Among other things, this means that Users must not retrieve and re-use a substantial part of the contents of one or more databases without Eastlink’s prior written consent and/or retrieve and re-use non-substantial parts of the contents of one or more databases repeatedly and systematically within the meaning of the Databases (Legal Protection) Act (Databankenwet).

10.3. The User warrants that the information they post on the Platform, including Advertisements, Accounts, Reviews, Bids and the like, does not infringe any intellectual property or other third-party rights. The User fully indemnifies Eastlink against all possible third-party claims arising in any way from and/or relating to the information that the User has posted on the Platform, including any claim based on the allegation that the information concerned infringes any intellectual property or other third-party rights.

 

Article 11. Exclusion

11.1. Eastlink reserves the right to terminate the Agreement, with no need to give a notice of default for that purpose, and to exclude the User from any use, or further use, of the Platform and the Service, including by blocking and/or removing their Account, without being obliged to refund any fees already collected and/or without the User having any right to compensation, if Eastlink believes there is adequate reason to do so. This is at least, but not exclusively, the case if:

  1. the User acts in any way contrary to these General Conditions;
  2. the User infringes intellectual property or other third-party rights;
  3. Eastlink has a legitimate suspicion that the User is guilty of fraud, swindling, forgery and/or other offences;
  4. the User runs a temporary employment agency or comparable business;
  5. the User, in their capacity as Supplier, posts a Review about an assignment they have performed themselves or otherwise falsely pretends to be a Client on the Platform;
  6. the User sends commercial or other messages via the Service that can reasonably be assumed is for a purpose other than obtaining responses from other Users relating to the performance of work and/or in any other way acts contrary to the articles in these General Conditions;
  7. the User violates the applicable laws and regulations;
  8. the User attempts in any way to circumvent the payment of the Success Fee and/or the Contract Fee;
  9. the User does not meet, or no longer meets, the requirements set by Eastlink; and
  10. the User treats employees of Eastlink or other Users discourteously by using slanderous, libellous, vulgar, obscene or racist language.

 

Article 12. Force majeure

12.1. Eastlink need not fulfil any obligation if it is prevented from doing so because of force majeure. Force majeure includes failures of suppliers and/or other third parties used by Eastlink, hacking and internet and/or power failures, natural phenomena, severe traffic interruptions, accidents, strikes, lockouts, unforeseen government measures and other circumstances beyond Eastlink’s control.

 

Article 13. Eastlink’s liability

13.1. All liability of Eastlink is excluded, unless it acts with intent or is grossly negligent. In such cases, Eastlink is liable only for the direct damage that the User suffers. Direct damage means the fee paid by the User.

13.2. Eastlink’s overall liability will never exceed the total fee that the User has paid to Eastlink for the Service in the twelve months before the damaging event occurred, subject to a maximum of €500.00 (five hundred euros).

13.3. Eastlink’s liability for any indirect damage – including, but not limited to, consequential damage, loss of profit and loss of turnover – is excluded. In particular, Eastlink is not liable for damage to the User caused by third parties, whether or not using the Platform and/or Service.

 

Article 14. Security

14.1. Eastlink makes every reasonable effort to secure its systems against loss and/or any form of unlawful use. Eastlink adopts appropriate technical and organisational measures for this purpose, taking into account the state of the art, among other things.

 

Article 15. Infringement report

15.1. Accounts, Advertisements, Reviews, Bids and the like must be posted in the manner specified on the Platform, stating the details requested on the Platform.

15.2. If a User believes that certain information on the Platform is unlawful, they can report this to Eastlink using the contact information on the Platform. Eastlink will deal with the report based on the information this User provides. The report must contain the information necessary for Eastlink to deal with it and the User must provide Eastlink with further information immediately on request.

 

Article 16. Term and termination of open-ended Agreements

16.1. The Agreement between Eastlink and the User is entered into for an indefinite period.

16.2. The User has the right to change the subscription option to a lower level only if the User has chosen for a monthly payment of the applicable fee. Such a change will be effective from the first day of the following month.

16.3. Eastlink may always terminate the Agreement immediately. Eastlink must communicate the termination through the Account or by email with the former User.

16.4. If the User is declared bankrupt or put into liquidation, applies for a moratorium on the payment of debts, discontinues their business operations, or acts contrary to these General Conditions or other provisions of the Agreement, Eastlink may terminate the Agreement with immediate effect and without further notice of default, subject to all its rights.

16.5. Termination of the Agreement, for whatever reason, does not release the User from their obligation to pay amounts already due to Eastlink. The month in which notice of termination is given must also be paid in full.

16.6. Termination of the Agreement or change of a subscription option, for whatever reason, never results in a refund of any fee to the User.

 

Article 17. Rates and fees

17.1. The User owes the agreed monthly or other periodic fee under one of the available subscription options (Basic, Medium or Premium. The periodic fee due to Eastlink must be paid in advance and will be automatically withdrawn from the credit card of the User. The first (full or partial) month of use is free of charge.

17.2. Unless explicitly stated otherwise in writing, all prices and rates stated by Eastlink are in euros (€) and exclude turnover tax (VAT) and any other government-imposed levies. All payments are also made in euros (€). The User bears any exchange-rate or currency risks.

17.3. As soon as the client will see more than three offers, the Client must pay Eastlink a Contact Fee.

17.4. Eastlink may always adjust its rates or rate structure. Unless expressly agreed in writing that prices and rates are valid for a certain period, announced changes to monthly and other periodically due amounts, as well as changes to the rate structure, take effect immediately after their announcement. Changes will be announced via the Platform.

17.5. Project and Bid points can be used only for submitting Bids on Projects or posting Projects as displayed on the Platform. At the end of the Agreement, all Project and Bid Points cease to apply. Project and Bid points are not paid out in cash.

17.6. If no bids are submitted with regard to a Project, the Project will be closed and the Project Points paid by the Client in relation to this Project will be credited to the Client.

17.7. If a Project is cancelled by the Client for whatever reason, all Bid Points paid by the Suppliers with regard to this Project will be credited to those Suppliers.

 

Article 18. Payment

18.1. Eastlink charges the Contact Fee immediately after the chosen supplier of the client. The Contact Fee will automatically be withdrawn from the credit card of the User.

18.2. Fees due to Eastlink are paid by credit card only. When creating an Account, the User must authorise Eastlink to withdraw any fees due from its credit card. If a transaction is reversed, for example because of an inadequate balance, Eastlink may charge additional administration costs, subject to a minimum of €25.

18.3. If the User does not pay the agreed fees on time, the User will be given notice, stipulating the new payment deadline. If the User does not pay by the new deadline, they are automatically in default with no need for a notice of default or demand. From that date, and with no further notice by Eastlink, the User owes statutory commercial interest on the outstanding amount. The Account of the User concerned will also be blocked from that date.

18.4. If the User fails to pay the amount due, plus statutory interest, after they receive a notice of default, Eastlink may hand over the claim for collection. Besides payment of the principal sum and the statutory commercial interest due on that amount, the User must then also pay all extrajudicial and any judicial costs, explicitly in addition to any costs set by the court. These costs amount to at least fifteen per cent (15%) of the principal sum, subject to a minimum amount of €250 (two hundred and fifty euros).

18.5. All the User’s payments to Eastlink are deducted from Eastlink's oldest outstanding invoices, even if the User specifies differently.

18.6. Any reliance by the User on suspension, setoff or deduction is excluded.

 

Article 19. Disputes

20.1. Dutch law applies to these General Conditions, all Agreements between Eastlink and the User, all use of the Platform and all related disputes (on whatever grounds). All other laws and regulations are excluded.

20.2. Any disputes arising from or in connection with these General Conditions, the Agreement and/or the use of the Platform, based on any grounds, will be submitted exclusively to the competent court in Zwolle, the Netherlands.