This Terms of Service will come into effect on October 18th 2023
Article 1 Definitions
In this terms of service the following definitions are used:
Account: means the account created by the User which contains his/her User Profile and which is used to access the Platform;
Agreement: means the agreement entered into between the User and Blended Capital regarding the provision of the Services;
Content: means the content, information and/or any other material of Blended Capital, stored on the Platform and/or made available through the Services, excluding User Content;
Data: means all data stored on the Platform and/or made available through (use of) the Services including but not limited to Personal Data, User Content and Blended Capital Content;
Personal Data: means personal information of the User, as meant in article 4 (1) GDPR, processed by Blended Capital in accordance with its Privacy Statement;
Platform: means Blended Capital’s online platform (which includes the Account) to which the User is granted access for the purposes of using the Services.
Privacy Statement: means Blended Capital’s statement on its processing of Personal Data;
Organization: means the legal entity or person that entered into the Agreement for the purposes of recruiting Talents;
Services: means the services offered by Blended Capital to the User, including but not limited to granting access to the Platform, as well as any documentation and/or information on of description of the services provided by Blended Capital in any form or in any way, e.g. on the Websites, via the Platform or otherwise;
Talent: means the natural person that entered into the Agreement for the purpose of finding a job;
ToS: means these terms of service which form an integral part of the Agreement;
User: means the Talent and the Recruiting Organization together;
User Content: means the content, information and/or other material of the User stored on the Platform and/or made available through the Services;
User Profile: means the part of the Account containing Data about the User;
Website(s): means all websites and apps of Blended Capital.
Article 2 Scope
2.1 The provisions in these ToS apply to all Users as defined in article 1 (i.e. to Talents as well as Recruiting Organizations) unless it is expressly stated that a specific provision applies only to the Talent or only to the Recruiting Organization.
2.2 Any terms and conditions of the User do not apply and are explicitly rejected by Blended Capital.
2.3 In this ToS some terms are followed by a Dutch translation to clarify how the respective terms should be interpreted under Dutch law.
Article 3 Agreement
3.1 The Agreement is effective the moment the User has accepted the ToS and continues in effect until terminated pursuant to article 12. The ToS form an integral part of the Agreement and its provisions therefore apply to the entire Agreement.
3.2 For the duration of the Agreement, the User is granted a personal, limited, non-transferable and non-assignable right to, in compliance with the terms of the Agreement, access the Platform and use the Services.
3.3 Blended Capital reserves the right and is entitled to immediately and without prior notice revoke the right granted under article 3.2 in the event Blended Capital has reason to believe the User is in breach of, has breached or is likely to breach any provision of the ToS and/or the Agreement.
Article 4 Account creation
4.1 The User must create an Account and User Profile by following the steps on the Website(s) and provide the information requested during these steps. If the User is a Recruiting Organization, he/she must choose one of the subscriptions offered during one of the steps.
4.2 Blended Capital has the right, but not the obligation, to check User Profiles in order to determine i) if all requested information has been provided and/or ii) if the information has been provided in the correct manner. If Blended Capital, at its sole discretion, determines that a User Profile does not comply with the points under i) and/or ii) mentioned in the previous sentence and/or is otherwise in breach of the Agreement, Blended Capital will (temporarily) change the status of the User Profile to inactive. The User will subsequently be informed and given the opportunity to remedy the breach, unless the nature of the breach is reason for Blended Capital to rescind the Agreement. The status of the profile is not reset to active until Blended Capital has approved the amendments.
4.3 Blended Capital merely checks whether the User has (correctly) provided the requested information. Blended Capital expressly does not check the content of this information or any other part of the User Content. A check by Blended Capital can therefore in no way whatsoever be construed as a (legal) opinion and/or statement on (the correctness or lawfulness of) the information in the Account and/or any other User Content. The respective User is solely responsible and liable for (the content of) his/her User Content.
Article 5 Services
5.1 Blended Capital provides all Services on a best effort basis (inspanningsverplichting). Blended Capital makes no express or implied representations and/or warranties with regard to the Services or parts thereof. Blended Capital can therefore not guarantee that the Services are fit for the purpose intended by the User nor that any goals and/or expectations set by the User will be met.
5.2 Since Blended Capital i) has no (direct) involvement with the manner in which the User utilizes the Services, ii) has no involvement with any interactions, discussions and/or (contract) negotiations between Users and iii) will not become part of any agreement entered into between Users, it accepts no responsibility and/or liability for (the results of) the use the User makes of the Services.
5.3 The User guarantees and warrants that:
i) he/she is entitled to enter into the Agreement;
ii) he/she is entitled to use, provide and publish the User Content for the purposes intended under the Agreement;
iii) all User Content he/she makes available to Blended Capital and/or other Users is, and will remain, correct, complete and up-to-date;
iv) he/she will not allow any third party (including co-workers) to, by any means whatsoever, access and/or use the Services;
v) he/she will not use the information present on the Platform and/or obtained through the Services (including but not limited to Blended Capital Content and User Content) in any way other than as permitted under the Agreement which means, inter alia, that the User will not provide such information to third parties and/or otherwise give third parties access to such information;
vi) if the User is a Recruiting Organization, it will not in any way approach/contact a Talent directly and/or indirectly (through third parties) circumventing the Platform and the Services g. to express interest in a Talent and/or to alert the Talent to a job vacancy (regardless of whether the vacancy was posted on the Platform) and/or to advertise the Recruiting Organization’s company in a more general sense and/or to otherwise try to recruit the Talent;
vii) if the User is a Talent, he/she will not in any way directly and/or indirectly (through third parties) approach/contact a Recruiting Organization circumventing the Platform g. to express interest in the Recruiting Organization and/or interest in working for the Recruiting Organization and/or to show interest for or otherwise inquire after a (particular) job vacancy (regardless of whether the vacancy was posted on the Platform);
viii) if the User is a Recruiting Organization and a Talent has accepted his job offer, the Recruiting Organization will as soon as possible, but in any case within seven (7) days, inform Blended Capital by email and at the same time provide Blended Capital with the information stipulated in article 8;
ix) if the User is a Talent that has accepted a Recruiting Organization’s job offer, the Talent will as soon as possible, but in any case within seven (7) days, inform Blended Capital hereof by email;
x) he/she will not impersonate any other User or person and/or will not falsely claim to represent a particular User, a particular company and/or any other third party;
xi) his/her User Content will not contain language that can be deemed rude or offensive, insulting, discriminatory, racist, defamatory or that is pornographic or aggressive in nature or that encourages/promotes violence or any other unlawful/illegal activities or is otherwise not acceptable;
xii) he/she will not use the Services for commercial purpose other than permitted under the Agreement and/or for sending unsolicited electronic messages;
xiii) he/she will not use the Services to spread viruses, malware, trojan horses, ransomware other malicious or harmful code or programs and/or use, share or install any software (program) on the Platform that may have a negative effect on the on the (correct, complete and up-to-date) provision of the Services;
xiv) his/her use of the Services, including but not limited to the User Content used, does not infringe on any (privacy and/or intellectual property) rights of Blended Capital, other Users and/or any third parties and is not in any other way unlawful, illegal or in violation of any third party agreement the User may have entered into;
xv) his/her use of the Services will always be in full compliance with the conditions of the Agreement and/or the ToS.
5.4 The User acknowledges and agrees that the guarantees and warranties stipulated in article 5.2 form a material part of the Agreement. In the event the User in any way breaches one or more of these warranties and guarantees, Blended Capital is, immediately and without prior notice, entitled to i) rescind the Agreement with this User, ii) (temporarily) block the Account of this User, and/or iii) (temporarily) remove or modify the relevant User Content, and/or iv) take other measures it deems necessary. In the event the User breaches article 5.2 under vi), vii) and/or viii) the penalty stipulated in article 10 is automatically due.
Article 6 Accessibility & availability
6.1 Blended Capital endeavors (spant zich er voor in) to continuously ensure the accessibility and proper functioning of the Website(s) and the Services. However, Blended Capital cannot guarantee that i) the Website(s) and/or the Services will always be accessible and will always function properly ii) the Website(s) and/or the Services will always be free of viruses, malware, trojan horses, spyware and/or other malicious or harmful code and/or programs and/or iii) loss and/or corruption of data (including but not limited to User Content, Blended Capital Content and/or any other information) can always be prevented.
6.2 Blended Capital will from time to time perform maintenance on the Website(s) and/or the Services. Although Blended Capital endeavors to minimize the impact of such maintenance for the User, Blended Capital is entitled to restrict accessibility and/or availability of the Website(s) and/or Services for maintenance purposes. If possible, Blended Capital will inform the User in advance of the time when the maintenance is scheduled.
6.3 Blended Capital endeavors to perform the maintenance within the communicated maintenance window but reserves the right to deviate from this timeframe. In addition, Blended Capital may, if it so deems necessary, restrict accessibility and/or availability of the Website(s) and/or Services without prior notice as an emergency measure to protect its rights and obligations. Blended Capital will subsequently inform the User appropriately.
6.4 Blended Capital offers no back up services. It is therefore the User’s own responsibility to make back ups of relevant Data. The User is only entitled to back up Data necessary for his/her use of the Services and only for the purpose of restoring Data in case of loss and/or corruption.
6.5 The Website(s) and the Services may refer to and/or contain links to third parties, third party websites and/or enable third party apps and/or API’s to interact with the Platform and/or Services. Blended Capital has no influence on (the content and/or applications of) these third parties and/or their websites, apps and/or API’s and therefore accepts no responsibility and/or liability in this regard. Third party terms of service or other terms and conditions may apply to this third party services.
Article 7 Intellectual Property Rights
7.1 All intellectual property rights in any and all works of Blended Capital made accessible and/or available under the Agreement, including but not limited to the Website(s), the Platform, the Services and/or the Blended Capital Content, are vested in Blended Capital and/or her licensors. No provision in the Agreement or this ToS is intended to transfer any intellectual property rights from Blended Capital to the User. Notwithstanding article 5.2, the User is not allowed to (in whole or in part) publish, reproduce, copy, distribute, make available to third parties and/or use these works to create derivative works and/or use these works in any way other than allowed under the Agreement.
7.3 No provision in this Agreement is intended to transfer any intellectual property rights in the User Content that are vested in the User or its licensors to Blended Capital. The User grants Blended Capital a royalty-free license for the duration of the Agreement to use, publish, reproduce, share, make available, copy and/or distribute the User Content in any way it deems necessary for the performance of the Agreement and to achieve the purposes intended thereunder.
Article 8 Payment
8.1 The Talent uses the Services for free for the entire duration of the Agreement.
8.2 For the entire duration of the Agreement, the Recruiting Organization must pay the agreed upon subscription fees within the agreed upon term. In addition to subscription fee, the Recruiting Organization also has a payment obligation towards Blended Capital if a Talent fills a job vacancy of the Recruiting Organization taking into account the conditions stipulated in this article 8.
8.3 If the Talent accepts a job offer of the Recruiting Organization in any capacity and/or form (temporarily, part-time, full-time, on contracting basis as an employee, self-employed third party, trainee and/or otherwise) the Recruiting Organization will notify Blended Capital by email as soon as possible but in any case within seven (7) days after acceptance by the Talent also providing the following information:
i) if the contract between the Talent and the Recruiting Organization has not yet been signed, the date of signing;
ii) the term of the contract as well as the term of any trial period;
iii) the job vacancy that has been filled, the position the Talent will fill as well as a description of this position;
iv) the compensation the Talent receives during the first year after the contract is concluded broken down per month.
If the information on one or more of the points under i) up to and including iv) are still under discussion, the Recruiting Organization will inform Blended Capital thereof and will provide the missing information as soon an agreement has been reached.
8.4 The height of the fee payable by the Recruiting Organization to Blended Capital, as referred to in article 8.2, shall be determined on the basis of the terms and conditions applicable to the subscription chosen by the Recruiting Organization. In the event one or more of the subscriptions lack the conditions to determine the height of the fee payable, the fee shall be set at 20 % of the total amount paid by the Recruiting Organization to the Talent, during the first calendar year following the conclusion of the agreement between the Talent and the Recruiting Organization. The fees as referred to in this article is also payable by the Recruiting Organization to Blended Capital under the following circumstances:
i) The Talent has filled a job vacancy that was not posted on the Platform or made available through the Services by the Recruiting Organization, and/or the Talent eventually fills a different job vacancy with the Recruiting Organization than the job vacancy initially offered to him/her, regardless whether the recruitment took place by means of a reversed recruitment process;
ii) the Talent fills a job vacancy of the Recruiting Organization within one (1) year after the last contact on the Platform, regardless of whether the Talent and/or the Recruiting Organization have terminated the Agreement during that period.
8.5 The compensation the Talent receives as referred to in this article 8, includes the standard monthly/yearly compensation as well as all additional compensation the Talent receives during the first year, including but not limited to standard bonusses such as ‘a thirteenth month’, travel remuneration and any other remuneration that is deemed salary under Dutch law.
8.6 Recruiting Organization guarantees to provide data that is accurate, complete and up to date. Recruiting Organization will therefore not withhold data or provide inaccurate or outdated data and will not enter into (verbal and/or written) agreements with the Talent as a result of which the fee payable by the Recruiting Organization to Blended Capital, as meant in article 8.4, is lower.
8.7 The fee referred to in article 8.4, is due and payable from the moment the contract between the Recruiting Organization and the Talent is signed, regardless of when the Talent actually starts working for the Recruiting Organization. In deviation from the above, the fee will be due and payable from the moment the Talent has his/her first day of work, if Recruiting Organization can demonstrate that the first workday of the Talent will be a year or more after signing the contract
8.8 Blended Capital will send an invoice to the Recruiting Organization in the amount as determined under article 8.4 with a payment term of fourteen (14) days unless a different payment term is stated on the invoice. The payment terms as meant in this article are fatal terms (Dutch: fatale termijnen).
8.9 In the event that the contract between the Recruiting Organization and the Talent is not extended or is terminated within thirty (30) days after the Talent started working for the Recruiting Organization, the Recruiting Organization will inform Blended Capital by email and provide information to substantiate. If Blended Capital can establish on the basis of the provided information that the Talent has indeed left within thirty days, it will notify the Recruiting Organization accordingly. The Recruiting Organization will then be entitled to a refund of 75% of the fee paid by the Recruiting Organization to Blended Capital in respect of such Talent, for which Blended Capital will send a credit invoice.
8.10 The Recruiting Organization may offer the Talent an internship instead of a job. Internships are supervised learning experiences in a professional setting normally for a limited amount of time and can be paid or unpaid. Given the nature internships the payment obligation as meant in article 8 does not apply, unless otherwise agreed. However, if the Talent accepts a job offer within a period of one (1) year after the internship, the fee as meant in article 8.2 and 8.4 is payable by the Recruiting Organization to Blended Capital.
8.11 Blended Capital is at all times entitled to request the Recruiting Organization to provide the contract signed between the Recruiting Organization and the Talent in order to check the accuracy of the information provided by the Recruiting Organization. The Recruiting Organization will provide the contract upon first request as soon as possible but in any case within five (5) days.
8.12 All amounts under the Agreement are in Euros and, unless explicitly stated otherwise, exclusive of all taxes, levies, or duties imposed by taxing authorities.
8.13 The Recruiting Organization shall not be entitled to suspend and/or set off the payment of any amounts that the Recruiting Organization owes or becomes due to Blended Capital against any amounts owed by Blended Capital and/or any alleged claims the Recruiting Organization believes he/she may have against Blended Capital.
8.14 If the Recruiting Organization fails to pay the invoice within the invoice term referred to in article 8.8, the Recruiting Organization shall automatically be in default without any prior notice of default or other summons being required. From such time, the Recruiting Organization shall also be liable to pay statutory commercial interest until payment is made in full.
8.15 If the Recruiting Organization fails to pay the invoice within the invoice term period referred to in article 8.8, Blended Capital shall also be entitled to:
i) add to the invoice the administrative costs, the costs related to summon(s) to pay and any other costs incurred as a result of the Recruiting Organization’s exceeding the term of payment; and/or
ii) hand over the claim for debt collection. In such case the Recruiting Organization shall also be liable for the extrajudicial and, if any, judicial costs in addition to the statutory commercial interest as referred to in article 8.14 and the costs referred to in article 8.15 under i); and/or
iii) block access to the Platform and/or suspend the provision of the Services until the invoice and all additional costs have been paid in full; and/or
iv) terminate (Dutch: ontbinden) the Agreement in accordance with article 12.4.
8.16 All payments made by the Recruiting Organization shall extend firstly to payment of interest due (article 8.15) and the ancillary costs (article 8.15 under i)) and secondly to payment of the longest outstanding invoice, regardless of the indication given by the Recruiting Organization at the time of payment unless Blended Capital decides that a different order of payment applies.
Article 9 Liability and indemnity
9.1 The aggregate liability of Blended Capital under this Agreement as a result of attributably failing to perform a material part of the Agreement (including guarantees and/or warranties), tort or otherwise shall at all times be limited to compensation of direct damages under the condition that the User has notified Blended Capital in writing within six (6) months after occurrence of the situation that caused the direct damages and, if applicable, providing a detailed description of the attributable failure and granting Blended Capital a reasonable term to remedy the attributable failure.
9.2 If the User is a Recruiting Organization, the compensation for direct damages is limited to a maximum of the amount paid by the Recruiting Organization in subscription fees to Blended Capital during the calendar year preceding the year in which the Recruiting Organization has held Blended Capital liable or, if the User is a Talent, to the maximum of the amount of the yearly subscription fee of the lowest subscription offered by Blended Capital to Recruiting Organizations in the year the Talent holds Blended Capital liable.
9.3 Blended Capital is not liable for and cannot be held to compensate any indirect damages suffered by the User. Indirect damages include, but are not limited to, incidental, punitive, special and/or consequential damage, loss of profit, loss of (anticipated) savings, loss of contracts, loss of goodwill and/or reputation as well as damage due to business interruption.
9.4 Notwithstanding articles 9.1, 9.2 and 9.3, Blended Capital’s liability is completely excluded for damages (direct or indirect) that are the result of and/or are in any way related to the following:
i) the check of an Account by Blended Capital as meant in article 4;
ii) the use of the Services by a User;
iii) User Content;
iv) no and/or reduced functionality, availability and/or accessibility of (part of) the Website(s) and Services;
v) viruses, malware, spyware, trojan horses and/or any other malicious and harmful code or programs;
vi) loss and/or corruption of Data;
vii) the acts or omissions of the User or a third party engaged by the User;
viii) Force Majeure.
9.5 The limitations of liability stipulated in this article 9 do not apply if the damages suffered are the result of intent or gross negligent on the part of Blended Capital and/or its directors.
9.6 The User shall, at its own expense, indemnify, defend, and hold harmless Blended Capital and its directors, employees and representatives, from and against any claim, demand, cause of action, liability, expense (including attorney’s fees and costs), or damages to the extent arising from a claim of another User or third party with respect to:
i) the User’s use of the Services, including but not limited to the User’s use of User Content;
ii) the User’s breach of one or more of the guarantees and/or warranties in article 5.2.
Article 10 Penalty clause
10.1 In the event that the Recruiting Organization breaches one or more of the guarantees and/or warranties stipulated in article 5.2 under vi), vii) and/or viii) the Recruiting Organization shall immediately, without any further action or formality being required, become liable to Blended Capital for an immediately due and payable penalty of the higher of either i) twice the amount the Recruiting Organization the amount owes Blended Capital under article 8.4 or ii) € 5,000 for each such breach, without Blended Capital having to prove any loss or damage, and without prejudice to the right of Blended Capital to claim full damages for any loss suffered.
Article 11 Personal Data
Article 12 Term and termination
12.1 The Agreement is entered into for an indefinite period of time and may be terminated (Dutch: opzeggen) by the User at any time by deleting his/her Account.
12.2 Blended Capital is entitled to, without giving prior notice, terminate (Dutch: opzeggen) the Agreement:
i) if the User has not accessed the Platform during a consecutive period of one (1) year;
ii) if the User has failed to fill in the Account with their details within six (6) months after Account creation;
iii) without cause by taking into account a notice period of three (3) months.
12.3 Blended Capital is entitled to terminate (Dutch: ontbinden) (part of) the Agreement if the User attributably fails to perform any part of the Agreement and, after the receipt of a notice of default describing the failure and granting the User a reasonable time to remedy the failure, has not remedied the failure within that term.
12.4 In deviation of article 12.3 and notwithstanding any other provisions of the Agreement, Blended Capital is entitled to immediately, without prior notice and without becoming liable toward the User, rescind (Dutch: ontbinden) the Agreement in the event that:
i) the User breaches of one or more of the guarantees and/or warranties stipulated in article 5.2; and/or
ii) a notice of default is not required because under Dutch law the User is immediately in default.
12.6 Provisions that by their nature should remain in effect even after termination of the Agreement shall remain in full effect after termination, including but not limited to articles 5, 8, 9, 10.
Article 13 Miscellaneous
13.1 Any deviations from these ToS are only valid if expressly agreed in writing.
13.2 If one or more provisions of the Agreement and/or these ToS are null and void, the other provisions of the Agreement and/or these ToS shall remain fully applicable. Blended Capital and User will in that case enter into consultation in order to agree on new provisions to replace these provisions, taking into account as much as possible the purpose and intent of the original provision.
13.3 These ToS may be amended by Blended Capital at any time. Users will be notified of this on the Platform.
Article 14 Applicable law and jurisdiction
14.1 The Agreement, of which these ToS form an inseparable part, as well as any disputes arising therefrom, are exclusively governed by Dutch law. All disputes shall be submitted to the competent court in the district of Rotterdam, unless a mandatory law dictates otherwise.