Minite Works BV (hereafter called Minite) has its registered office in Rotterdam at adress Burgemeester Oudlaan 50, 3062PA Rotterdam and is registered with the Chamber of Commerce under number 83447539.

‍‍Definitions
‍Job: Agreement of a Job that has been established by the use of platform Minite between client and High-Flyer
Client (User): Companies who use Minite to find High-Flyers who are willing to perform Jobs, also defined as any User registered with Minite with type “Company”
High-Flyer: Persons who use Minite to search for Jobs
Client Profile: Personal page on the platform of Minite where High-Flyer can make his details and skills known to potential Clients, with which High-Flyer can submit a Proposal on a Job with Client at the agreeable terms
High-Flyer Profile: Personal page on the platform of Minite where Client can see their details and an overview of their Jobs
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‍Taking into consideration:
‍Minite is a digital platform that enables Clients and High-Flyers to find each other. Clients can post a Job on Minite that High-Flyers can bid on. Client accepts the most suitable bidding of a High-Flyer, after which a Job is established between Client and High-Flyer, facilitated by Minite.
There are Conditions attached to the use of Minite to ensure Minite can work as an independent digital platform
Parties do not intend to establish an employment contract as referred to in article 7:610 BW between High-Flyer and Client or Minite
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‍1. GENERAL‍
‍1.1. Facilities
‍Minite facilitates
A digital platform where High-Flyers can find and source Jobs;
A digital platform where Clients can post Jobs and find High-Flyers to fulfill these Jobs;
Model agreements between Client, High-Flyer and Minite
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‍1.2. User rights
‍Minite provides user with this user agreement the use of right of its platform. Minite allows user to create a profile on the platform.

‍1.3. Content
‍Minite is not responsible for any content placed on its digital platform or on its website. Minite does take measures to ensure correctness, validity and completeness and has the right to adjust any Profile at Minite's own discretion.

‍2. Invoicing
‍Minite will take care of all invoicing. The full amount of the Job will be paid by Client after signing the agreement, within the payment terms of 7 days, or in case of a monthly ongoing agreement, on a monthly basis within the payment terms of 14 days. High-Flyer will be paid after successful completion of the Job, or in case of a monthly ongoing agreement, at the beginning of every new month provided that the contractual hours have been completed the previous month. If Client opts for flexible hours and/or to be billed afterwards (as opposed to upfront), a 25% Service Fee applies. The invoice will be sent out at the beginning of the new month and High-Flyer will be paid by Minite when Client has fulfilled the invoice to Minite.

‍3. Fees
For Jobs that have been established between User and Client, User owes Minite a Service Fee of 20% (excl. VAT) of the total transaction amount for using the platform and acquisition.
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‍4.  Liability
‍Minite is not responsible nor liable for:
Filing tax return(s) of income tax, filing tax return for turnover tax and the use of insurances by User
Damage as a result of (either partially or in full) not fulfilling one or multiple provisions of this User agreement
The acts and or lack thereof of a Client or User, in any form
The information that is provided by a Client via the digital platform of Minite to User; and
When a Client does not comply with the applicable laws and regulations, intellectual property rights and privacy legislation for third parties
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‍5. Termination of right of use
‍At any time, User and Minite have the right to terminate the registration of User on the digital platform and to terminate this User agreement without providing any reason and without the other party being held liable for damage that has resulted from the termination.

‍6. The Job‍
‍6.1. Derogations
‍As a service, Minite provides a Job model agreement for Jobs to Clients and High-Flyers, which is based on an approved model agreement 90915.68203 by the Tax Authorities. Minite is not liable for any consequences for the use of the Job model agreement.

‍6.2. Liability
‍Minite is not liable for the quality of the work that the User provides or the quality of the Job that is provided by the Client.

‍6.3. Relationship with Client High-Flyer and compensation
‍Client will not offer any other form of compensation other than monetary, to High-Flyer. Client will not offer any other legal relationship with their High-Flyer, including but not limited to employment or internship unless a Conversion Fee is paid to Minite.

‍7. Non-circumvention
‍Section 7 discusses Client agreement to make and receive payments only through Minite for three years from the date Client first identifies or meets High-Flyer on the Site, unless Client pays a Conversion Fee; violating this Section 7 is a serious breach and Client Account may be permanently suspended for violations, as detailed below.

‍7.1 Payments via Minite
‍Client acknowledges and agrees that a substantial portion of the compensation Minite receives for making the Site available to Client is collected through the Service Fee described in Section 5.1 and that in exchange a substantial value to Client is the relationships Client makes with other Users when Client identify or are identified by another person through the Site or Site Services (the “Minite Relationship”). For 36 months from the start of a Minite Relationship (the “Non-Circumvention Period”), High-Flyer agrees to use Minite as exclusive method to request, make, and receive all payments for work directly or indirectly with that person or arising out of High-Flyer relationship with that person and not to circumvent invoicing via Minite unless Client or High-Flyer pay a fee to take the relationship off of the Site (the “Conversion Fee”).

For the avoidance of doubt, if Client, or the business Client represents, did not identify and were not identified by another person through the Site, such as if Client and another User worked together before meeting on the Site, then the Non-Circumvention Period does not apply. If Client uses the Site as an employee, agent, or representative of another business, then the Non-Circumvention Period applies to Client and other employees, agents, or representatives of the business or its successor when acting in that capacity with respect to the other User.

By way of illustration and not in limitation of the foregoing, Client agrees not to:
• Offer or solicit or accept any offer or solicitation from parties identified through the Site to contract, hire, invoice, pay, or receive payment in any manner other than through the Site.
• Invoice or report on the Site or in a Conversion Fee request an invoice or payment amount lower than that actually agreed, made, or received between Users.
• Refer a User Client identified on the Site to a third-party who is not a User of the Site for purposes of making or receiving payments other than through the Site.Refer High-Flyer to subsidiaries, parent companies, partnerships, holding companies, affiliated entities, or investors related to Client in any form without processing such request through Minite’s regular processes.
• Try to circumvent Minite by inducing any High-Flyer to refer, provide names, or recruit other individuals or entities to work for, or provide services to, Client or any third parties (except via Minite) nor will Client cooperate with any efforts of any High-Flyer to do the same.
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Client agrees to notify Minite immediately if a person suggests to Client making or receiving payments other than through the Site in violation of this Section 7 or if Client receives unsolicited contact outside of the Site. Client acknowledges and agrees that a violation of any provision in this Section 7.1 is a material breach of the Terms of Service. Client Account may be permanently suspended and charged the Conversion Fee (defined below) if Client violates this Section 7.1. If Client refuses to accept any new version of the Terms of Service or elects not to comply with certain conditions of using the Site, such as minimum rates supported on the Site, and therefore chooses to cease using the Site, Client may pay the Conversion Fee for each other User Client wish to continue working with on whatever terms Client agree after Client cease using the Site.

‍7.2 Communicating via Minite
‍Users agree to use the communication services available on the Site or any means provided by Minite (such as a Zoom call) to communicate with other Users prior to entering into an Agreement. Client agrees that prior to entering into a Agreement, Client (a) will use Minite as the sole manner to communicate with other Users; (b) will not provide Client Means of Direct Contact (defined below) to any other User or another person that Client identified or were identified by through the Site; (c) will not use Means of Direct Contact of another user to attempt to or to communicate with, solicit, contact, or find the contact information of a User outside of Minite; (d) will not ask for, provide, or attempt to identify through public means the contact information of another User; and (e) Client will not include any Means of Direct Contact (defined below) or means by which Client contact information could be discovered in any profile, proposal, job posting, invitation, or pre-hire communication through the Site’s communications services (including in each case in any attached file), except as otherwise provided on the Site.

For purposes of the Terms of Service “Means of Direct Contact” means any information that would allow another person to contact Client directly, including, without limitation, phone number, email address, physical address, a link to a contact form or form requesting contact information, any link to an applicant management system or means to submit a proposal or application outside of the Site, or any information that would enable a user to contact Client on social media or other website or platform or application that includes a communications tool, such as Skype, Zoom, Slack, Wechat, LinkedIn or Facebook. For the avoidance of doubt, information is a Means of Direct Contact if it would enable another user to identify any of the information above through other sources, such as going to a website that included an email address or identifying Client on social media, such as through Facebook or LinkedIn.Client acknowledges and agrees that a violation of any provision of this Section 7.2 is a material breach of the Terms of Service. Client Account may be permanently suspended if Client violates this Section 7.2.

‍7.3 Opting out
‍Client may opt out of the obligations in Section 7.1 only after each Client-High-Flyer relationship has transacted 1850 hours through the Minite platform, or if the Client pays Minite a Conversion Fee for each Client-High-Flyer relationship (defined as Client and High-Flyer having interacted on the platform).Client agrees that the Conversion Fee is 1850 x the highest hourly rate of the High-Flyer x 30%.

Client or High-Flyer will notify Minite immediately, but at least within 14 days, as soon as an (employment) agreement of any kind is established between Client and High-Flyer without Minite, or any other type of agreement (including but not limited to freelance through a model agreement, a project agreement, an internship). Client understands and agrees that if Minite determines, in its sole discretion, that Client has violated Section 7, (if Client or High-Flyer fails to notify Minite), both Client and High-Flyer owe Minite a fine of EUR 5.000,-, and close Client Account and revoke Client authorization to use the Site and Site Services, and/or (z) charge Client for all losses and costs (including any and all time of Minite’s employees) and reasonable expenses (including attorneys’ fees) related to investigating such breach and collecting such fees.

‍8. Dutch law and jurisdiction
‍Dutch law applies to this User agreement. Any potential disputes will be presented exclusively to the authorised judge in Rotterdam, The Netherlands.