General Terms and Conditions of Randstad Sourceright GmbH concerning the use of the freelance platform twago.talent-pool.com.
Effective as of: January 5th, 2024
Welcome to twago!
twago.talent-pool.com is an online platform operated by Randstad Sourceright GmbH ("twago"), Frankfurter Strasse 100, 65760 Eschborn, Germany.
These General Terms and Conditions (GTC) are a legally binding agreement that governs your use of the web-based software online- platform (twago.talent-pool.com) and any related documentation (Documentation).
twago, including twago.talent-pool.com, is owned, operated and maintained by Randstad Sourceright GmbH, Frankfurter Strasse 100, 65760 Eschborn, Germany, a member of the Randstad Group (Licensor). By clicking “Accept” or otherwise proceeding to access twago.talent-pool.com, you agree that your access and use of twago.talent-pool.com will be governed by the GTC. twago reserves the right to modify, to amend or to redraft this contract at any time in its sole discretion.
twago enables demanders (hereinafter referred to as „clients“) and contractors (hereinafter referred to as "contractors" or “service providers”, and collectively with the clients as „users”) of services („projects”) to negotiate projects and to enter a cooperation in the scope of the concluded contracts („service contracts”). Clients can post projects, compare contractors and manage projects. Contractors can present themselves to the clients via a profile, view various projects, submit offers, negotiate conditions and manage projects. Randstad Sourceright GmbH provides the users with twago.talent-pool.com a platform for this purpose.
twago clients regularly enter open work orders into the online -platform (projects). When you enter twago.talent-pool.com, you will have the opportunity to browse the open projects that are made available to you. You will then be able to apply for positions for which you have both interest and the required qualifications. twago will perform in some cases the vetting of all applications, and may decide to pass your application along to the client. Otherwise, the client will review your application independently.
Any engagement by clients for your services is the subject of a separate agreement or agreements between the relevant client and you (or among the client, you and a third party) and will not involve twago.
- User Contract
- Account and user profile
- Service contracts
- Use of the online platform – in general
- Trade and economic sanctions
- Granting of rights
- Contract duration / termination
- Consequences of infringement by user
- Warranty and liability
- Final provisions
§ 1 User contract
1.1 Object of the contract
Object of this contract is the access to the online platform twago.talent-pool.com ("online platform") for the purposes as described in the preamble of the GTC, on which the users may present themselves and contact other users. twago creates, services and maintains the online platform, however does not itself act as an intermediary between the users.
1.2 Eligible users
Solely independent contractors and entrepreneurs , i.e. natural or legal persons or partnerships which have legal capacity, who are acting within the scope of their commercial or independent professional capacity when concluding a legal transaction, are considered to be contractors, and are eligible to conclude contracts with twago.
1.3 Conclusion of contract
The contract with twago for the use of the online platform is concluded with the completion of the online registration process and use of the activation link in the verification e-mail sent to the user by twago (hereinafter referred to as “registration”).
With his registration, the user declares and warrants that he is an eligible user as stipulated in § 1.2 of these GTC. Furthermore the user is obliged to make a truthful and complete declaration of the information requested for the registration.The user is required to provide a current e-mail address at all times, which also serves the communication between user and twago.
In case of a modification of the recorded data subsequent to the registration, the user is required to change these in his account without delay.Following a successful registration, twago will provide the user with an account.
The use of the online platform is free of charge for registered contractors/service providers.
For clients who wish to publish projects, fees are charged according to the respective contract concluded.
§ 2 Account and user profile
2.1 Account and user profile
Upon a successful registration the user is provided with an account, within which he can create his own profile.Each user may create a maximum of only one account or user profile. The account, resp. the user profile is protected by a user name and a password (hereinafter referred to as „login information“) which are determined during the registration process.
The user must ensure that his login information is not accessible to third parties. In case of loss of the login information, or in case of suspicion that a third party has knowledge of the information or is making use of the user´s account, the user is obliged to inform twago about this immediately and to change his login information.
2.2 Account and user profile information and updating
The user ensures that the information provided during the creation of the account, resp. the user profile, is accurate and complete. The user is obliged to promptly reflect all modifications of his account and profile data on his account, resp. user profile on the online platform.
2.3 Binding user account and profile
The account, resp. the user profile is bound to the user and cannot be transferred to a third party without the explicit approval by twago.
2.4 Data protection
The user is obliged to back up all data (i.e. profile data, project descriptions, bids etc.) which he uses in connection with twago on a daily basis, to the necessary extent.
§ 3 Service contracts
As noted above, if your application is selected by a client to fulfill an Open Order (project), you will not be engaged by twago.
The creation and negotiation of projects, the related contract conclusion and contractual performance are the sole responsibility of the participating users. In most cases you will be engaged by the client or by a third party that is a client-approved supplier within the client's flexible labour program (Broker). The terms and conditions of your engagement will be the subject of a separate agreement between you and the client or a client approved third party (Broker).
Note, however, that before such engagement can be finalised certain control measures will be required to ensure that the performance of the work by you as an independent contractor will be completed in a sufficiently independent way. These control measures have been introduced because of the applicable law in Germany with respect to freelancers. If you are pre-selected by a client and pass the required control measures, you will be invited to offer the client your contractor fee (per hour/ lump sum/fixed rate). Based on your offered amount, the client will agree with you on a final fee.
§ 4 Use of the online platform – in general
4.1 General obligation to comply with legal requirements
Users can utilize various services when using the online-platform. This includes, for example, posting their own contents, especially contents concerning projects and service contracts (i.e. pictures, texts…). Clients can also send messages to other users. The user undertakes to comply with this contract and applicable law, especially criminal law, competition law, trademark law, copyright law, personal rights, data protection law and laws concerning the protection of young persons, and not to violate the rights of any third party when using this platform.
This also signifies in particular that the client may not send messages with advertising content (especially spam-messages) without the consent of the recipient. In the event that the contents posted by the user contains hyperlinks to pages of third parties, the user shall ensure that he has the authorization to use the hyperlinks and that the website to which the link is established complies with applicable laws and the right of third parties in the context of clause 3.
4.2 Interdiction of fake offers and bids
twago is dependent on the fact that solely genuine bids and offers are posted. Therefore it is prohibited to users to post offers or bids whose fulfilment has never been intended as supposed clients or supposed contractors.
4.3 Blocking and deleting contents
twago is authorized to block the access to or delete certain contents at any given time. This is particularly applicable in case of suspected violation of the GTC, applicable laws or rights of third parties, or if projects are completely finalized.
4.4 Prohibition of technical interference
The user must abstain from all actions which are suited to manipulate, impair and / or excessively strain the operation of the online platform or the underlying technical infrastructure and its functions / access possibilities. In particular these include:
the use of software, viruses, robots, scripts or databases in connection with the use of the online platform;blocking, overwriting, modifying, copying of data and / or other contents, insofar as that it is not necessary for the correct use of the online platform.
The current contact information for twago is available on the platform. The information provided in the profile is considered as contact information of the user. Any declaration transmitted to these contact details via fax or e-mail is considered received upon sending, via post three days after sending, unless a later reception can be proved.
The user acknowledges the effectiveness of declarations sent via e-mail between himself and twago, or himself and other users as being absolutely effective declarations of intent. Unless evidence to the contrary is produced, a received e-mail is considered to be from the person whom the address belongs to.
§ 5 Trade and economic sanctions
5.1 Business or transactions relating to trade and economic sanctions
The user represents that he is not owned or controlled by any party which is, and neither the user nor any of its subsidiaries, nor any directors, officers or employees of it or of any of its subsidiaries are, a party targeted by Sanctions. The user represents that no party which owns or controls it and none of the user nor any of its subsidiaries, directors, officers or employees of it are or have ever been subject to any claim, proceeding, formal notice or investigation with respect to Sanctions.
The user shall take reasonable measures to ensure that the user and its subsidiaries comply with Sanctions and shall not engage in activities that would cause twago to violate Sanctions.The user shall ensure that it shall not provide funds to twago that are derived from business or transactions with a party targeted by Sanctions, or from any action which is in breach of any Sanctions.Sanctions means: any trade, economic or financial sanctions laws, regulations, embargoes or restrictive measures administered, enacted or enforced by any (relevant) sanctions authority.
5.2 Blocking access
twago is entitled to block the user's access permanently or temporarily if there is a justified suspicion of a violation of § 5.1. Section 7.3 of this contract shall apply.
§ 6 Granting of rights
6.1 Granting of rights
The user grants twago a non-exclusive right of use without restrictions of time and space of posted contents. twago is entitled at any given time to use and exploit the contents entirely or in parts within the scope of the fulfilment of the service contract. twago is particularly entitled to represent and publish the contents posted by the user on the online platform. Furthermore, this includes the right of reproduction, the right of distribution, the right of communication to the public and the right to make publicly available.
6.2 Guarantee of proprietorship
The user guarantees that he is the proprietor of all rights necessary for posting contents on the online-platform, and that he is fully entitled to effectively grant twago the rights as named in § 6.1. The user guarantees furthermore that the contents are unencumbered by third party rights, which could exclude the granting of rights and their use as covered by the contract. The user guarantees that the use of the contents according to the contract does not violate any rights, especially personal rights of third parties, in particular that any represented persons agree with the contractual use of the contents.
6.3 Indemnity from third party claims
On twago´s first demand, the user shall indemnify twago from all third-party claims, in particular claims concerning violations of copyrights, competition law, brand infringement, data protection breach and violation of personality which may be raised by the user in connection with the use of the online platform. The user must inform twago immediately of third party claims in connection with the use of the online platform that he may become aware of. twago is entitled to take such measures as seem appropriate for the defense against third party claims or for the pursuit of their rights. The user must agree with twago concerning his own measures in advance. The indemnificationn also includes the compensation of reasonable costs which have been incurred due to the pursuit of rights / defense of rights by twago.
6.4 Rights to the online platform
All rights to the online platform (especially copyrights) reside with twago. The user is obliged to consider this, and undertakes not to use – privately or commercially – any parts of the platform or other contents whatsoever beyond the possibilities granted to himself within the context of the use of the online platform. This particularly means that the users will not use data and information achieved via the online platform beyond the communication in the context of an existing project or the payment of a completed project. It is especially prohibited to use such information for advertisement, unsolicited e-mails or other non-authorized purposes
§ 7 Contract duration / Termination of the user contract
7.1 Contract duration and notice period
The contract period of the user contract is unlimited.
This contract may be terminated at any time and for any reason (or for no reason) by you or by twago upon written notice (including email). After terminating a contract, the user no longer has access to his account, resp. his profile, and can no longer view information, messages, files or other contents posted on the platform. twago has the right to delete contents.
Furthermore, all copies of the associated documentation must be returned or destroyed immediately. The destruction obligation applies to copies in any form, partial or complete, in all types of media and computer storage and regardless of whether or not they have been modified or processed with other materials. Termination of the Agreement shall not limit twago in pursuing any other available remedies, including injunctive relief. twago is entitled to inform other users of the termination of the contractual relationship with the user.
7.2 Termination options
A termination must be made in writing, can be sent by e-mail or mail and is to be directed to the following addresses:
Randstad Sourceright GmbH
Frankfurter Strasse 100
65760 Eschborn, Germany
7.3 Extraordinary termination and blocking access
Both, twago and the users have the right to terminate the contract extraordinarily for good cause. For twago there shall be good cause to terminate the contract in particular if, within the first ten days after contract conclusion, twago becomes entitled to claim a lump-sum damage payment according to §8, if the user does not meet the due remuneration claims despite reminder and / or violates his obligations according to §§ 2.1, 2.3,4.1, 4.2, 4.4 and/or 5 of these GTC. In these cases, twago also becomes entitled to block the user's access to the platform without terminating the contract. twago will remove the block if the user proves that the obligations have subsequently been fulfilled and provides credible evidence that a further breach of duty is excluded.The user is prohibited from registering again after an extraordinary termination or blocking by twago according to § 7.3.
§ 8 Consequences of infringement by user
8.1 Lump-sum damage payment
In case of specific infringements as defined in § 7.3 of these GTC, the concerned user (joint debtor in case of several users) is obliged to pay a lump-sum damage, unless the user is not responsible for the violation in question. twago´s right of claim for damages beyond these remains unaffected. Users are allowed to provide proof that no damage has occurred, or has occurred in a significantly lower extent.
8.2 Amount of the lump-sum payment
The lump-sum according to § 8.1 amounts to 500,00 EUR if the user infringes the following:
- prohibition to make fake offers and bids according to § 4.2
- prohibition of re-registering after termination, resp. blocking by twago according to § 7.3
- prohibition to create more than one account (§2.1) as a client and/or service provider according to § 2.3
§ 9 Warranty and liability
It is twago´s endeavor to provide the failure free operation of the online platform and enable users to access the stored information. Naturally, this is limited to services which twago can influence. The user acknowledges that a complete and uninterrupted availability of twago is technically not feasible. Nevertheless twago endeavors to keep the platform available as continuously as possible. There can be no claim to availability. In particular twago remains free to restrict the access to the online platform completely or partially, temporarily or permanently due to maintenance, capacity restrictions, and due to events beyond twago´s control. Individual users do not have any claim on the upkeep of certain functions and services by twago.
9.2 Limitation of liability
In case of slight negligence, twago will only be liable in case of violation of contract-essential obligations (cardinal obligations), whereas the liability in this case is limited to the amount of contract-typical, foreseeable damage. Otherwise, the pre-contractual, contractual and extra-contractual liability of twago is limited to cases of intent and gross negligence, as well as to damages due to loss of life, bodily injury or damage to the health of a person. The liability for damages which occur despite undertaking a guarantee for the condition of the work, as well as the liability according to the German Product Liability Act remain unaffected. The limitation of liability also applies if the damage is the fault of an agent of twago.
9.3 Disclaimers of Warranties
twago takes no responsibility for any failure of use or suitability of twago.talent-pool.com caused by the data you input, or by your failure to enter data properly.
twago.talent-pool.com is provided “as is,” and twago makes no any additional warranties, express, implied, arising from course of dealing or usage of trade, or statutory, as to any software or documentation provided hereunder, or any matter whatsoever. The parties disclaim all implied warranties of merchantability, fitness for a particular purpose, satisfactory quality, title, and noninfringement.twago makes no warranty: (i) with respect to twago.talent-pool.com availability, (ii) that twago.talent-pool.com will meet any requirements not specifically set forth herein, (iii) that the operation of twago.talent-pool.com will be uninterrupted or error-free, or (iv) that all errors will be corrected.
twago makes no warranty as to the completeness or correctness of any list or set of client opportunities that you are shown within twago.talent-pool.com. twago makes no warranty as to whether you will obtain any client engagements through use of twago.talent-pool.com, or as to the quality of such engagements. twago disclaims any responsibility for acts or omissions of client. twago makes no representations or warranties as to the suitability or financial wherewithal of the client. No statement by any twago employee or agent, orally or in writing, will serve to create any warranty or obligation not set forth herein or to otherwise modify this contract in any way.
§ 10 Confidentiality
You agree to keep strictly confidential, and not to disclose to any third party (other than on a need-to-know basis to a party subject to an obligation to maintain the confidentiality of the information, such as your legal counsel), any confidential or proprietary client or twago information to which you are exposed in your use of twago.talent-pool.com (Confidential Information). You further agree to use Confidential Information solely for the purposes described in these GTC. Confidential Information includes, without limitation, any information that is marked as confidential or that could reasonably be expected to be considered confidential, including without limitation information about Open Orders (projects), fees, and login information.
Confidential Information hereunder does not include information that you can clearly establish: (i) is in the public domain (unless such information is public as a result of a breach by you), (ii) was disclosed to you by a third party that is not subject to confidentiality obligations or (iii) was known to you prior to your first access to twago.talent-pool.com. If you believe you are required by an applicable law, regulation or court order to disclose Confidential Information, you will first provide notice to twago and cooperate with twago´s efforts to limit such disclosure or obtain confidential treatment of such disclosure.
§ 11 Final provisions
11.1 Applicable time designation
All times, periods of time and terms are stated in Central European Time, resp. Central European Summer Time (CET / GMT+1 resp. CEST / GMT+2)
11.2 Applicable law and court of jurisdiction
The laws of the Federal Republic of Germany, under exclusion of the UN Sales Convention (CISG), shall apply. If the user is a merchant, the competent court for all disputes arising from or in relation with this contract is, irrespective of the legal grounds, the company headquarters of twago at the time of the contract conclusion.In case of conflict between the English and the German version of this contract, the German version shall prevail.
11.3 Contract transfer
twago has the right to transfer this contract with all rights and duties to a company of his choice. This transfer becomes effective after 28 days from communication to the user. With the transfer of this contract to another company, the user is granted an extraordinary termination right which must be enforced within 1 week of transfer communication.
11.4 Updates/ Changes
twago reserves the right to modify, to amend or to redraft the existing contract at any time and without giving reasons. Users will be informed about modifications, amendments or redrafts of this contract in sufficient time per e-mail (hereinafter referred to as „notice of change“). Should the user not object within two weeks of receiving the notice of change, the modified contract is considered approved. The user will be reminded of this in the notice of change.
11.5 Salvatory clause
Should one of the provisions of this contract be or become wholly or partially invalid or be or become invalid or unenforceable in whole or in part, the validity of the remainingshall not be affected thereby. The parties to the contract undertake to replace the invalid or unenforceable provision by a valid or enforceable provision which comes as close as possible to the invalid or unenforceable provision in economic terms and which best corresponds to the purpose of the contract. The same shall apply to any unintended contractual gap in the contract.