Definitions
The following definitions apply throughout the GTCU and GTCS:
“GTCU”: refers to these general terms and conditions of access and use of the Solution.
“GTCS”: refers to these general terms and conditions of sale.
“Client”: refers to a company that benefits from services provided by Mateerz.
“Squad”: refers to a temporary grouping of Members combining their skills to deliver Services.
“Mateerz”: refers to Mateerz, a simplified joint-stock company registered with the Paris Trade and Companies Registry.
“Account”: refers to the Member’s dedicated and individualised digital space allowing access to the Solution.
“Services”: refers to the services performed by the Members.
“Solution”: refers to the online project management solution made available by Mateerz to the Member, accessible at the following address: www.mateerz.com.
“Member”: refers to a professional holding an Account.
“Parties”: refers individually to Mateerz or the Members and together to Mateerz and the Members. Unless the context requires otherwise, singular definitions include the plural, and vice versa.
Part One: GTCU
1 – Purpose
The purpose of the GTCU is (i) to govern the conditions of access to and use of the Solution, (ii) to set out the terms of the licence of use granted by Mateerz to Members, and (iii) the rights and obligations of the Parties in this context. The Services are not governed by the GTCU but by a service agreement, where applicable including purchase orders for Services agreed between each Member and Mateerz.
2 – Registration process and acceptance of the GTCU
2.1 Registration
Anyone wishing to use the Solution must be previously authorised by Mateerz and may only be authorised to use the Solution in two ways: (i) after creating a Squad or (ii) after being invited by another Member by email. Each Member undertakes to provide all required mandatory information during the registration process and warrants that the information provided is accurate and free of any ambiguity. The Member undertakes to update this information on the Account immediately if it changes.
2.2 Acceptance of the GTCU
During the registration process, the Member undertakes to read the GTCU when they indicate their consent by ticking the corresponding box appearing in the Solution as part of the registration process.
2.3 Account creation
The registration request triggers the creation of an Account. However, the Member will only be able to use the Solution fully once the registration request has been validated by Mateerz. The Member is notably invited to provide the elements that attest to their legal status allowing the regular provision of services. These documents will be regularly requested and the Member undertakes to send them without delay; failing which, the GTCU will automatically be terminated without notice or compensation.
2.4 Evolution of services and modification of the GTCU
To improve their operation and quality, and due to the constant evolution of the digital sector, Mateerz regularly updates the features and functionalities of the Solution.
Thus, Mateerz may add, remove or replace certain functionalities at any time, and the Solution is regularly updated automatically.
Members will be informed by publication on the site of any modifications within a period of three (3) days before the new version of the GTCU comes into force. During this period, any Member may terminate the GTCU by any means (for example, by sending an email expressing their wish to no longer use the Solution), subject, for each Member, to completing ongoing Services or honouring those they have agreed to.
2.5 Access, use and security
Access to and use of the Solution is strictly reserved for Members previously authorised by Mateerz. Each Member is responsible for the access to and use of the Solution and must make strictly personal use of it within the framework of the GTCU and the provision of the Services.
Except in the event of a technical failure attributable to Mateerz or force majeure, each Member is responsible for the confidentiality and security of their login details as well as the data listed in the Solution. The Member is strongly advised to change their password at regular intervals and to use a secure password, avoiding easily identifiable combinations.
Mateerz may impose an expiry date on Members’ passwords, beyond which they will be invited to change their password. If they have reason to believe that their login details have been lost, stolen, misused or compromised in any way, or in the event of unauthorised use of the Solution, the Member must immediately notify Mateerz by email at [email protected]. In the absence of such notification, any use of the Solution is deemed to have been made by the Member.
In such a situation and/or in the presence of a potential or actual threat to the security or confidentiality of the Solution’s data, the Member authorises Mateerz to take all appropriate measures to prevent any unauthorised access (for example, resetting the password and username, or suspending access to the Solution).
3 – Mateerz’s commitments
3.1 Provision and availability of the Solution
Mateerz undertakes to make the Solution available to Members and to use its best efforts to ensure its accessibility and proper operation.
On this basis, Mateerz undertakes to ensure that the Solution is accessible 24 hours a day, 7 days a week, except in cases of force majeure or unforeseeable and insurmountable behaviour by a third party, and subject to any outages and maintenance or update operations necessary for the proper operation of the Solution.
Due to the specificities of the Internet and telecommunications networks, Mateerz cannot guarantee permanent availability of the Solution. In the event of malfunction or anomaly disrupting the proper operation of the Solution, Mateerz undertakes to use its best efforts to restore the situation.
3.2 Maintenance
Mateerz undertakes to ensure regular maintenance of the Solution. Access to it may therefore be temporarily interrupted for reasons of necessity related to the operation of the Solution and to maintenance operations.
In such cases, Mateerz will use its best efforts to inform the Member as soon as possible by any means, in particular through a notification in the Solution or by email.
3.3 Solution licence of use
The Member acknowledges that the Solution is protected under the relevant provisions of the French Intellectual Property Code, that Mateerz is its author, and that Mateerz retains full ownership and all intellectual property rights over the Solution.
Mateerz grants a licence of use on the Solution to the Member, the terms of which are set out in the Annex.
3.4 Members’ commitments
Each Member undertakes and warrants that they: comply with the laws and regulations in force in the country where they are established, and will not infringe public order, morality or third-party rights, nor violate any legislative or regulatory provision; comply with the terms of the GTCU; hold a legal and tax status allowing the regular provision of services (e.g. a duly registered company or self-employed status, and will maintain such status for as long as they use the Solution); use the Solution in accordance with its destination and purpose, and make fair use of it towards Mateerz; use their Account for their own use and do not share their login details with any other natural or legal persons, whether or not they are linked to the Member or the Squad; refrain from creating fake accounts or using the Solution under a false identity or by providing inaccurate identification information; implement all measures to ensure the security and confidentiality of login details; inform Mateerz in the event of any complications. Each Member undertakes to maintain these commitments throughout the term of the GTCU. Each Member understands and accepts that the following are strictly prohibited: (i) any behaviour liable to interrupt, suspend, slow down or prevent the continuity of the Solution, (ii) the publication of illegal content (e.g. pornographic content or content infringing an intellectual property right), (iii) any intrusion or attempted intrusion into Mateerz’s IT systems, (iv) any action liable to impose a disproportionate load on Mateerz’s digital infrastructures, (v) any attack on security and authentication measures, (vi) any act liable to harm Mateerz’s financial, commercial or moral rights and interests, (vii) any copying and/or misappropriation of the Solution and/or Mateerz’s digital infrastructure, and (viii) more generally, any practice diverting the Solution to purposes other than those for which it was designed.
3.5 Members’ liability
Each Member is both (i) solely responsible for their own use of the Solution and (ii) jointly liable for the use of the Solution by each member of the Squad.
Each Member shall thus be liable for any loss they may cause to Mateerz through their own acts and through the acts of one or more members of the Squad.
4 – Term, suspension and termination
The GTCU are concluded for an indefinite period and remain in force for as long as the Member accesses or uses the Solution.
4.1 Suspension of access to the Solution
Any breach of the GTCU by a Member, or suspension of the framework service agreement binding the Member to Mateerz, may give rise to suspension by Mateerz of their Account or of access to the Solution with immediate effect, without prior notice or information.
In particular, Mateerz may, depending on the situation and its own assessment: limit the use of or access to certain functionalities, in particular in the event of excessive or abnormal use of the Solution; suspend one or more Account(s) in the presence of fraudulent or suspicious behaviour by one or more Members, or in the event of a security breach.
Any suspension, blocking or limitation shall be without prejudice to the Members’ liability under the GTCU.
4.2 Termination
Each Party is free to terminate the GTCU at any time and without having to justify any reason, by sending a letter or email with acknowledgement of receipt, subject to a notice period varying according to the length of the contractual relationship: one (1) month during the first year of the GTCU, two (2) months during the second year of the GTCU, and so on.
In the event of a serious breach of its obligations by a Party, the other Party may terminate the GTCU without notice by email or registered letter with acknowledgement of receipt detailing the breach of the other Party.
Termination shall take effect at the end of a period of 3 days from the first presentation of the registered letter or email. The GTCU shall be automatically terminated, without notice or compensation, if the framework service agreement binding the Member to Mateerz comes to an end.
4.3 Effects of termination
In all cases of termination and unless otherwise agreed, the Member undertakes to fully perform the ongoing commitments entered into in connection with the performance of the Services, including any contractual agreement whose execution deadlines fall after the termination date.
4.4 Personal data
Mateerz acts as controller for the processing of Members’ personal data. Members’ personal data is notably processed for the following purposes: (i) the creation of the Account, (ii) access to and use of the Solution, and (iii) the handling of support requests made by the Member.
The regulations on personal data grant Members rights, in particular to access, obtain rectification and erasure of personal data concerning them. To exercise these rights, the Member may contact Mateerz at the following address: [email protected]
5 – Miscellaneous
5.1 Nullity
In the event that any clause of the GTCU is declared null and void as a result of a change in legislation, regulation or a judicial decision, this shall in no way affect the validity of the other clauses or compliance with the GTCU.
5.2 Assignment of the GTCU
The Member may not assign all or part of the GTCU to third parties without the prior written consent of Mateerz.
5.3 Change of control
In the event of (i) a merger through the creation of a new company, contribution, partial contribution of assets, merger-absorption, demerger, or any other transaction entailing a universal transfer of Mateerz’s assets, or (ii) any transaction resulting in a direct or indirect change of control affecting Mateerz, the contractual relationships will continue without any need to inform or obtain the Member’s consent.
5.4 Non-waiver
The fact that a Party does not require the application of a provision of the GTCU, whether permanently or temporarily, is not considered a waiver of the rights arising from that provision.
5.5 Governing law and jurisdiction
The GTCU are governed by and interpreted in accordance with French law. The Parties undertake to submit any dispute or contestation relating to the validity, interpretation, performance and/or termination of the Contract to the exclusive jurisdiction of the Paris Commercial Court.
ANNEX: LICENCE OF USE OF THE SOLUTION
Purpose
This annex defines the conditions under which Mateerz grants the Member, who accepts, a licence of use on the Solution.
Scope of the licence
Mateerz grants a personal, non-exclusive, non-assignable and non-transferable right to use the Solution. This licence is granted for the entire term of the GTCU and worldwide.
Destination and licensed rights
The licence is granted for the sole use of the Solution by the Member, for the sole needs and interests of the Member or a Squad, and for the sole purpose of facilitating the performance of Services. All rights not expressly granted by the GTCU remain the property of Mateerz, are not part of the licensed rights, and are for its exclusive use.
Restrictions
Except with Mateerz’s prior written authorisation, the Member may not – and may not authorise any third party to: allow any third party not expressly and previously authorised to access or use the Solution, whether on a paid, unpaid or free basis; translate, modify, adapt, copy or reproduce the Solution, or any element, function or graphic of the Solution, and/or merge all or part of the Solution into other computer programs; sub-license, loan, rent, distribute, market, transfer, sell, resell or assign the Solution in any way; develop a product or service competing with the Solution, or develop any functionality of the Solution; reverse-engineer, decompile, disassemble or circumvent any of the Solution’s mechanisms, or seek to reconstruct or discover the Solution’s source code; create a derivative work from the Solution; compile, collect, assemble or aggregate information relating to the Solution in order to exploit it commercially, to create a product or service similar, identical or competing with the Solution.
Part Two: GTCS
Article 1 – Obligations and liability of Clients and Freelancers
Clients undertake to respect the terms of the collaboration defined with the Freelancers, including compliance with set payment deadlines and the performance expectations for the work. Clients shall appoint a specific contact person for each project to facilitate communication and the management of responsibilities. In the event of non-compliance with the agreed conditions, Clients may be held liable for any resulting loss and may be subject to proceedings in accordance with applicable legal provisions. Damages covered by the Clients’ liability shall be limited to direct and foreseeable damages, excluding indirect damages.
Limited liability of Mateerz: Mateerz acts as an intermediary between the Client and the Freelancer, and cannot be held liable for the Client’s dissatisfaction with services provided by the Freelancer. Mateerz is not required to warrant the quality of the work performed by the Freelancer, who remains solely responsible for the conduct and completion of their assignment.
Termination by the Client for dissatisfaction: In the event of manifest dissatisfaction of the Client regarding the quality of the services provided by the Freelancer, and after having formally raised objections with the Freelancer, the Client may notify Mateerz in writing of its decision to terminate the relevant purchase order.
Mediation procedure: Before any termination for dissatisfaction, a period of mediation will be offered between Mateerz, the Freelancer and the Client in order to find an amicable solution. Mateerz will provide mediation and propose alternative solutions such as replacing the Freelancer where possible and relevant.
Article 2 – Role and liability of Mateerz
As a service provider, Mateerz acts as a facilitator of transactions between Clients and Freelancers, limiting the risks associated with the provision of services. Mateerz is not a party to contracts entered into directly between Clients and Freelancers. Mateerz’s liability is strictly limited to direct and foreseeable damages, excluding any indirect loss. The company nevertheless undertakes to provide assistance in the event of a dispute within the scope of its role as an intermediary.
Article 3 – Intellectual property rights
The deliverables produced by Freelancers in connection with their assignments are protected by intellectual property laws. Unless otherwise agreed, the exploitation rights are transferred to the Client upon full payment of the services, and eviction warranties are provided. Freelancers may retain a non-exclusive right of use for the promotion of their professional portfolio, subject to the Client’s prior consent.
Article 4 – Confidentiality and non-disclosure agreement
Mateerz members, whether Clients or Freelancers, undertake to maintain the confidentiality of any non-public or sensitive information to which they gain access in connection with an assignment. They also undertake not to disclose such information to third parties without prior authorisation.
A non-disclosure agreement may be requested by either party and signed by both parties before the start of any assignment.
Article 5 – Mediation and dispute resolution
In the event of a dispute between a Client and a Freelancer, the parties undertake to submit to an internal mediation procedure organised by Mateerz.
Mateerz will propose a mediator and endeavour to facilitate the resolution of conflicts fairly and swiftly.
Article 6 – Modification of services and pricing
Mateerz reserves the right to modify the services offered and the associated pricing at any time, taking care to notify members of such changes with reasonable prior notice. All modifications will be notified clearly and will include a precise definition of prices excluding tax, as well as billing and payment terms. In the event of a significant modification of services or an increase in prices, members will have the option to terminate their contract in the conditions stipulated by the GTCUS.
Article 7 – Indemnification
Members undertake to indemnify Mateerz and hold it harmless from any loss, damage or injury that may result from a breach of these GTCUS or of any other agreement entered into through the platform. This indemnification obligation includes reasonable legal fees incurred by Mateerz to defend its interests.
Article 8 – Escrow and release of funds
- Escrow of the assignment amount
1.1. Upon validation of a quote for an assignment entrusted to a Freelancer, Mateerz will partially or fully escrow the agreed amount in a dedicated account. This measure aims to secure the funds and guarantee the Client’s good faith, as well as the effective payment of the Freelancer at the end of the assignment.
1.2. The decision to partially or fully escrow the quote amount is left to Mateerz’s discretion and may be based on various factors, such as the total amount of the assignment, the estimated duration of the assignment, the previous relationship with the Client and Freelancer, or other relevant criteria determined by Mateerz.
1.3. The Client will be informed of the obligation to escrow the funds and of the terms of this arrangement upon validation of the quote. The Client shall make payment in accordance with the terms defined by Mateerz.
- Release of payment to the Freelancer
2.1. Upon completion of the assignment and with the Client’s agreement, Mateerz will release the escrowed funds to the Freelancer. Such release will be made in accordance with the terms agreed in the original quote or any addendum to the assignment contract.
2.2. Mateerz will provide a mechanism for validation or approval of the assignment’s completion by the Client. In the event of disagreement or a claim, the parties may opt for a mediation procedure proposed by Mateerz in accordance with Article 5 – Mediation and Dispute Resolution of these GTCS.
2.3. The release of funds to the Freelancer may be subject to the prior receipt by Mateerz of the required supporting documents relating to the assignment, such as the assignment invoice, the final assignment report, the deliverables, or any other documentation required by Mateerz to validate the completion of the assignment.
- Settlements and financial conditions
3.1. All payments will be made within the Mateerz platform or in accordance with the payment conditions specified by Mateerz, which may include payments by bank transfer, credit card, or other means accepted by Mateerz.
3.2. The conditions of refund or cancellation of an assignment and the management of escrowed funds in the event of the failure or abandonment of an assignment shall be governed by the terms specified in these GTCS and in the assignment contract entered into between the Client and the Freelancer.
Article 9: Protection against poaching
During the contractual relationship and for twelve (12) months following its termination, the Client undertakes not to poach or hire, directly or indirectly, any Freelancer who has been introduced and/or engaged through the Mateerz platform, without the express written consent of Mateerz. Should the Client breach this prohibition, the Client undertakes to pay Mateerz a lump-sum indemnity equivalent to fifteen percent (15%) of the gross annual salary to be received by the Freelancer hired.
Article 10: Exclusivity of collaboration
The Client and the Freelancer acknowledge Mateerz’s interest in the introduction to the Freelancer and undertake, for a period of twelve (12) months following the start of the contractual relationship initiated through Mateerz, not to engage in any direct or indirect collaboration with the Freelancer outside the framework of the Mateerz platform. In the event of a breach of this clause, the Client shall be liable to Mateerz for a penalty equivalent to the fees that would have been received by Mateerz during the unauthorised period of collaboration.
Article 11: Freelancer liability in the event of breach
In the event of a serious and established breach of the contractual obligations by the Freelancer during the performance of an assignment for the Client, Mateerz cannot be held responsible for the direct or indirect consequences of such breach. The Freelancer shall be held solely responsible and shall indemnify Mateerz for any financial loss, including loss of revenue, resulting from their wrongful conduct.
Article 12: Invoicing via Mateerz
Mateerz acts as an undisclosed intermediary and is authorised to issue invoices for services rendered by the Freelancer to the Client, including its own variable commercial margin. The Freelancer undertakes to issue Mateerz with an invoice corresponding to their net fees, following the instructions provided by Mateerz, in order to simplify the accounting process and administrative management of assignments.
Article 13: Amicable dispute resolution
Mateerz shall not be liable for disputes arising directly between the Freelancer and the Client; the parties agree that their first recourse shall be to seek an amicable solution.
In the event of a dispute arising from a collaboration, Mateerz undertakes to assist the Client and the Freelancer, who shall endeavour to resolve the dispute through mediation and undertake to participate in good faith in such mediation before taking any legal action.
Updated: 09.10.2023