General User Terms Eleanor

Version January 2025

1. WELCOME

   
   

   1. Welcome to the general user terms of Eleanor. Just like with our services, we attempt to keep these terms as simple as possible. This is not always feasible, and sometimes we can't avoid legal jargon; if something is unclear, or if you have any other questions about these terms or Eleanor, feel free to send an email to info@eleanor.tech.

2. WHAT IS ELEANOR?

   
   

   2. Eleanor is a (digital) platform (Eleanor or the Platform) where a freelancer can independently get in contact with, or bring a fellow freelancer into contact with, a client for executing a potential assignment (the Lead or the Assignment). Through this, the freelancer who initiates the contact (we call this freelancer the Mediator) can earn some extra money. 

      
      

      The client (whom we conveniently call the Client) can make contact with a freelancer from a trusted network. The use of Eleanor can also significantly reduce recruitment costs for the Client. The freelancer (whom we simply call Freelancer , but could just as well call self-employed, contractor, or independent professional) may land a fun (and well-paid) job. Additionally, Eleanor takes away a significant part of the administrative hassle involved in such an Assignment.

      
      

      A win-win-win situation!

   
   

   3. Eleanor enables the Client and Freelancer to reach an agreement regarding the Assignment, which can be generated by Eleanor or drafted and uploaded into Eleanor by the Client and Freelancer themselves (the Agreement). Eleanor and the Mediator are not parties to this Agreement and have no involvement in its establishment and/or content.

      
      

   4. Additionally, Eleanor offers Users (see Chapter C for who they are) various modules via its Platform, which can be used in the execution of the Agreement (Modules). See Chapter D for the different Modules.

      
      

   5. If an Agreement is reached through Eleanor, the Client pays a monthly usage fee to Eleanor during the term for the use of the Platform (the Usage Fee) and the Mediator receives a monthly fee for initiating successful contact (Referral Fee). See Chapter E for more about fees, payments, and billing.

3. APPLICABILITY

   
   

   6. These terms of use of Eleanor (the Terms) – which Eleanor may unilaterally change from time to time – apply to every use of Eleanor (both via computer and mobile devices) by the users of the Terms. The Users of the Terms are the Mediator, the Client, and the Freelancer. If Eleanor changes the Terms, she will notify the Users. 

      
      

   7. Upon registering with Eleanor, the User accepts these Terms.  

      
      

   8. All general terms and conditions of the Users are explicitly rejected and do not apply to the use of Eleanor by the Users.

       

   9. If any provision of the Terms is invalid or unenforceable, the remaining provisions of the Terms shall remain in full force. The invalid or unenforceable provision will be replaced by a provision that closely approximates it. 

4. HOW DOES ELEANOR WORK?

   For the Freelancer

   10. Freelancers can only register with Eleanor based on an invitation from Eleanor itself or from existing users, such as clients or already registered freelancers.  

       
       

   11. The Freelancer receives an email from the Platform with a registration link. Through the link, after email verification, the Freelancer can register with Eleanor by creating their own profile. After registration, the freelancer can further complete their profile with personal and financial details. By creating their own profile, the freelancer accepts the general user terms. The freelancer gains access to freelance assignments through the Platform and can act as a Mediator. 

   
   

   For the Mediator

   12. A Freelancer takes on the role of a Mediator when they nominate their trusted network of Freelancers for assignments.

   For the Client

   13. The Client can register with Eleanor via the website (www.eleanor.tech) or, from the moment the app becomes available, via the app. By creating their own profile, the Client accepts the General User Terms. The Client gains the ability to publish new assignments and view relevant Freelancer profiles through the Platform. 

   
   

   Introduction Client / Freelancer

   14. After the Assignment is published by the Client in Eleanor, Freelancers can enroll or propose freelancers from their trusted network. The Client gains insight into the candidate's profile, including the CV, possibly with (referral) motivation.

       
       

   15. The Client and the Freelancer can then – outside of Eleanor – engage with each other about the (formation and content of the) Agreement. If the Client and the Freelancer wish to enter into an Agreement, they can choose to use:

   i) the model Agreement facilitated by Eleanor, including a number of optional provisions, or;

   ii) an Agreement drafted by the Client and the Freelancer themselves.

   The Client and the Freelancer agree – outside of Eleanor – on the conditions and provisions that will form part of the Agreement. 

   
   

   Use Eleanor's Model Agreement 

   16. If the Client and the Freelancer wish to use the model Agreement facilitated by Eleanor, the Client indicates in Eleanor which conditions and – if applicable – which optional provisions (which can be checked in Eleanor) form part of the Agreement and approves the Agreement. 

       
       

   17. After approval of the Agreement by the Client, Eleanor generates the Agreement. The Agreement is sent to the Client and Freelancer via email and can be digitally signed through Eleanor. Only after the Agreement is signed by both the Client and the Freelancer is the Agreement established. The Client, the Freelancer, and, if applicable, the Mediator then receive a message from Eleanor that an Agreement has been reached.

       
       

   Use Own Agreement

   18. If the Client and the Freelancer wish to use an Agreement drafted by the Client and the Freelancer themselves, the Client can upload the agreed and signed Agreement between the Client and the Freelancer into Eleanor. 

       
       

       • NB: For the proper execution of the Agreement via Eleanor, the Client must enter or adjust the agreed fee, the start and end dates, and the contract hours per week of the Agreement in the Assignment in Eleanor. This is done via a pop-up after uploading the document.

   
   

   19. After uploading the Agreement and entering the agreed fee, start and end dates, and contract hours per week into Eleanor, the Client, the Freelancer, and if applicable, the Mediator, receive a message from Eleanor that an Agreement has been reached. 

       
       

       Extension of the Agreement 

   20. The Client, the Freelancer, and the Mediator receive a message via Eleanor no later than one month before the end date of the Agreement stating that the Agreement is concluding. In this message, the Client and the Freelancer are offered the option to extend the Agreement.

       
       

   21. If the Client and the Freelancer wish to extend the Agreement, this extension takes place under the same terms as the previous Agreement, except for the (new) start and end date and – if applicable – the fee and the number of contract hours per week. 

       
       

   22. The Client and the Freelancer can indicate in Eleanor whether, and if so, for what term (which new start and end date), against which fee and which number of contract hours per week they wish to extend the Agreement. If both the Client and the Freelancer have agreed in Eleanor to the extension of the Agreement, the term of that extension, and the fee, a new Agreement is established. If Client and Freelancer wish to amend the Agreement (for the purpose of the extension) on more aspects than those mentioned in this article 22, a new Assignment must be created by the Client, in accordance with the provisions of articles 15 of this Agreement.

       
       

   23. The Client, the Freelancer, and if applicable, the Mediator receive a message via Eleanor that a (follow-up) Agreement has been established. This message also presents the essential elements of the (follow-up) Agreement. 

   
   

   Modules 

   24. Eleanor facilitates different Modules that can be used for the execution of the Agreement:

       
       

       • Module Job Description: in this Module, the Client creates an assignment, possibly with the help of free AI features.

         
         

       • Module Time Registration: in this Module, the Freelancer approves the hours worked on the Assignment based on the Agreement (the Worked Hours), no later than the last day of the month. If actual hours differ, and when costs have been incurred for the project, the Freelancer can indicate this. The Client has a period of 3 working days after entry to approve the Worked Hours. If the Client has not approved the Worked Hours within this period, the Worked Hours are deemed to have been approved by the Client. 

         
         

       • Module Accounting: in this module, among other things, all financial obligations and claims of the Users arising from these Terms and the Agreement are displayed. Users always have access to this module.

         
         

       • Module Contract Management: this module facilitates, among other things, the model Agreement including optional provisions, any extension(s) and amendments thereof, and the digital signature.   

         
         

   25. Eleanor can also offer Users additional modules for the execution of the Agreement via the Platform for an additional and further agreed fee.

5. ASSIGNMENT, FEES, AND THEIR PAYMENT

   
   

   26. In the Agreement, the Freelancer and the Client agree on a fee per worked hour (the Fee). The Fee is exclusive of the Referral Fee (for the Mediator) and the Usage Fee (for Eleanor). 

       
       

   27. In the Agreement, the Freelancer assigns their claims from the Agreement on the Client to Eleanor (this is called assignment). The Freelancer explicitly agrees to this transfer, and the Client hereby declares to be aware of this transfer. This transfer entails that Eleanor will invoice the Fee and that the Client must pay to Eleanor without discharge. 

       
       

   28. Eleanor sends a monthly invoice to the Client for the Fee, no later than 1 business day after the Client has approved the Worked Hours in the Module Time Registration. The Client pays the invoice within the contractually agreed payment term.

       • NB: if the Client and the Freelancer use an Agreement drafted by the Client and the Freelancer themselves, applies  - to the extent necessary deviating from the invoicing and payment agreements in that Agreement – the provisions of articles 27 to 29 of these Terms.

   
   

   29. Eleanor receives a Usage Fee for providing access to the Platform. The Usage Fee equals an amount of EUR 3.50 excluding VAT per Worked hour.

       
       

   30. If applicable, the Mediator receives a Referral Fee for initiating a contact. This Referral Fee equals an amount of EUR 2.50 excluding VAT per Worked hour. Eleanor uses reverse billing. This means that Eleanor will send a monthly invoice for the Referral Fee to the Mediator, with the note "invoice issued by recipient". Eleanor sends the invoice no later than 1 business day after the Client has approved the Worked Hours in the Module Time Registration. Eleanor pays the invoice no later than 1 business day after Eleanor has received the Fee from the Client. 

       
       

   31. Eleanor also uses reverse billing for the payment of the Freelancer (see above in article 30). Eleanor sends an invoice to the Freelancer, with the note "invoice issued by recipient," for the amount of the Fee that remains after deduction of the Usage Fee and the Referral Fee. Eleanor sends the invoice no later than 1 business day after the Client has approved the Worked Hours in the Module Time Registration. Eleanor pays the invoice no later than 1 business day after Eleanor has received the Fee from the Client. 

6. EXCLUSIVITY 

   
   

   32. An important goal of Eleanor is that the Mediator is rewarded for making their network available to the Client and the Freelancer. It would therefore not be fair and would not align with the idea of Eleanor if the Client and the Freelancer - after being connected by the Mediator through Eleanor - bypass the Mediator and Eleanor by contracting with each other outside Eleanor. This also applies when Freelancer and Client contact each other without the intervention of Mediator outside Eleanor for aligning the terms of their Agreement.

       
       

   33. To prevent this, it is prohibited for the Client (and/or its related companies) and the Freelancer, during a period of 3 months after the project publication, to enter into any agreement, in any form, with each other directly – that is, outside Eleanor – without written consent from Eleanor. Eleanor will not unreasonably withhold its consent, for instance, if the subject of the agreement to be concluded by the Freelancer and the Client concerns a substantially different project than the Assignment or substantially different work than required for the Assignment.  

       
       

   34. In the event of violation of the exclusivity clause of article 33 of these Terms, the Client and the Freelancer are each individually and severally liable to Eleanor for a penalty of EUR 3,000 per violation. The penalty is immediately due and payable, without further notice, default or judicial intervention. Any penalty received by Eleanor under this article will be paid by Eleanor to the Mediator, if applicable, for 50% of the total amount. 

7. OTHER PROVISIONS 

   
   

   35. The Mediator confirms that they do not use Eleanor in the exercise of a profession or business and only occasionally.

       
       

   36. The Client and the Freelancer provide the Mediator with permission to view in the Assignment and Module Time Registration. 

       
       

   37. Eleanor provides as a service a (model) agreement to the Client and the Freelancer, including optional provisions. Use of this agreement and/or the optional provisions is at the discretion of the Client and the Freelancer. The Client and the Freelancer confirm they do not intend to enter into an employment contract with each other within the meaning of article 7:610 of the Dutch Civil Code. 

       
       

   38. Eleanor is not liable for the consequences of using this (model) agreement or the optional provisions. The agreement is entered between the Client and the Freelancer. Eleanor nor, if applicable, the Mediator is a party to this agreement nor have any involvement in its content and execution. 

       
       

   39. Eleanor is not liable for the quality of the work delivered by the Freelancer or the quality of an Assignment from the Client, nor for the recruitment and selection of the Freelancer. Eleanor provides a Platform to facilitate bringing demand and supply together, but is not involved in any content. 

       
       

   40. The Users themselves are responsible for submitting correct returns for all taxes and social insurance contributions and other payments due by them under the Terms and/or the Agreement and ensure timely payment thereof. 

       
       

   41. Eleanor reserves the right to refuse or terminate a User's registration.

       
       

   42. Eleanor is not responsible and/or liable for (i) any content placed on - or damage arising from - the Platform, its website or the application (ii) damage arising from not or not fully complying with one or more provisions of these Terms and/or the Agreement, including, without limitation, payments under the Agreement and/or (iv) the actions or omissions of the Users.

       
       

   43. If Eleanor – for whatever reason – were to be liable to a User, then this liability is limited to a maximum of 3 times the average Usage Fee in connection with the Assignment. 

       
       

   44. The Users consent to the provision of personal and contact details to Eleanor and by Eleanor to the other Users. 

       
       

   45. The Users give Eleanor permission to process personal data. It is necessary for Eleanor to process personal data, among other things for the execution of these Terms and the Agreement. 

   
   

   46. These Terms are exclusively subject to Dutch law. Any disputes arising from or related to these Terms or the Agreement, to the extent this concerns Eleanor, will be submitted exclusively to the Court of Amsterdam.