This Client User Agreement is an agreement between you (“you” or “Client”) and Cocoroco B.V., with its registered office in Utrecht with address Stationsstraat 154, 3511 EK in Utrecht and registered in the Dutch Chamber of Commerce under number 81761449 (“we” or “Cocoroco”). This Client User Agreement applies to the use of Cocoroco’s website and digital platform (collectively referred to as “Cocoroco Platform”) and to all legal acts arising from the use of Cocoroco’s services. You must read and accept all of the terms and conditions provided in this Client User Agreement to become a User of Cocoroco Platform, or any part of it, located at www.cocoroco.com.
- Assignment Form: the form that Clients fill in on Cocoroco Platform to post an Assignment
- Assignment: job openings published on Cocoroco Platform by the Client
- Bill Rate: the total amount due by Client
- Candidate Profile: personal page on Cocoroco Platform on which the Candidate can make his/her data and known to Clients
- Candidate: User who is looking for or applying on an Assignment
- Client Profile: personal page on Cocoroco Platform on which the Client can make his data and Assignments known to potential Candidates and on which Candidates can view an overview of the Assignments and payments
- Client: User who is posting Assignments on Cocoroco Platform and select Candidates to become Payroll Employees who will be employed by the Staffing Provider and assigned to the Client
- Cocoroco Payroll Terms: located at www.cocoroco.com
- Cocoroco Payroll: the service provided through Cocoroco Platform by Staffing Provider to employ Payroll Employee and assign them to and under supervision of the Client by an Employment Agreement which terms are detailed in the Cocoroco Payroll Terms
- Employment Agreement: the employment agreement to be executed between the Payroll Employee and the Staffing Provider, which will assign the Payroll Employee to work under the directions and supervision of the Client.
- Indemnified Claim: any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by you or a third party or other User against an Indemnified Party.
- Indemnified Liability: any and all claims, damages, liabilities, costs, losses, and expenses (including reasonable attorneys’ fees and all related costs and expenses) arising from or relating to any claim, suit, proceeding, demand, or action brought by an Indemnified Party against you or a third party or other User.
- Intellectual Property Rights: patents, copyright and related rights, domain names, rights in designs, database rights, moral rights and any other intellectual property rights, in each case whether registered or unregistered, and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world.
- Payroll Employee: Candidate who applied on an Assignment and after being selected by the Client for the Assignment employed by the Staffing Provider and assigned to and supervised by the Client
- Profile: Client Profile and Candidate Profile shall collectively be referred to as Profile
- Staffing Provider: a third-party staffing vendor will employ the Candidate and assign him/her under the supervision of the Client
- Timesheets: time registration in Cocoroco Platform on which the invoicing and payments are based
- User: a candidate or a client as defined in this Client User Agreement
- Work Week: beginning at 00:00 midnight CET on Monday and ending at 23:59 CET on Sunday.
- Cocoroco facilitates:
- A digital platform on which Client can publish an Assignment
- A digital platform on which Candidates can apply to an Assignment
- The Cocoroco Payroll provided by the third-party Staffing Provider
- Timesheets on which all payments and invoicing will be based
- Cocoroco Platform is a digital platform which enables Clients and Candidates to find each other. Clients can post an Assignment on Cocoroco Platform on which Candidates can apply. A Client can select on its own discretion the best-suited Candidate for the Assignment which leads into, facilitated by Cocoroco, the execution of an Employment Agreement with the Staffing Provider.
- The use of Cocoroco Platform is subject to conditions that are necessary for Cocoroco to function as an independent platform.
- Cocoroco is not responsible for any content published on Cocoroco Platform.
- Registration on Cocoroco Platform
- Only registered Clients may use Cocoroco Platform. Clients register with Cocoroco Platform as a Client by creating a Client Profile on Cocoroco Platform through the page located at www.cocoroco.com. The minimum requirements for registering as a Client and using Cocoroco are:
- Chamber of Commerce registration
- VAT number
- Authorized signatory or authorized representative
- Contact/billing information
- Bank account number
- In registering for Cocoroco Platform, Client agrees to provide Cocoroco with true, accurate, complete, and updated information.
- The Assignment. Upon creation of Client Profile, Client may start publishing Assignment(s) on Cocoroco Platform, by submitting an Assignment Form for each Assignment Client wishes to publish. Assignments will be visible to Candidates once they are published on Cocoroco Platform. Client shall be able to amend and/or withdraw the Assignment afterm publishing it on Cocoroco Platform. Assignments remain visible until the Client decides to withdraw them from Cocoroco Platform.
- Intellectual Property. Client shall remain the owner of all Intellectual Property Rights that they publish on Cocoroco Platform. Notwithstanding that, Client hereby grants Cocoroco a non-exclusive, non-transferable, irrevocable, worldwide, and free of charge license to use Client’s trade name and logo/brand for the purposes of displaying the Assignment on Cocoroco Platform.
- Cocoroco Payroll
- Overview. Cocoroco Payroll shall be provided by the Staffing Provider through Cocoroco Platform as detailed out in the Cocoroco Payroll Terms. Cocoroco Payroll provides a direct engagement between the Client and Staffing Provider for the employment of Payroll Employees who will be assigned to and under supervision of the Client. Cocoroco is not liable for the consequences of the use of the Cocoroco Payroll. For the use of Cocoroco Payroll provided by the Staffing Provider, the Cocoroco Payroll Fee, as detailed in Article 6, is added to the Total Employment Cost (Cocoroco Payroll Fee and Total Employment Cost shall collectively be referred to as “Total Payroll Cost”).
- Cocoroco not being a party. The Cocoroco Payroll is entered into by and between the Client and the Staffing Provider. Cocoroco is therefore not a party to the Employment Agreement that the Staffing Provider and Payroll Employee executes to assign work to and perform work under supervision of the Client.
- Timesheet. Payment and invoicing for the use of Cocoroco Platform take place based on the Timesheet submitted by the Payroll Employee and approved by the Client. The Client is responsible for the accuracy of the data on the Timesheets. Submission of Timesheets only takes place digitally via the Cocoroco Platform. The Timesheet is deemed to be completed by both the Payroll Employee and Client on Wednesday 10:00 CET for the hours of the previous Work Week. If the Client doesn’t perform this on time, Cocoroco will assume that the Timesheet submitted by the Payroll Employee have been approved and weekly invoicing will take place on that basis. Further details on the submission of Timesheets shall be detailed in the Cocoroco Payroll Terms.
- For the Employment Agreement that is created between the Staffing Provider and the Payroll Employee on request of the Client using Cocoroco Platform, Client owes the Cocoroco Service Fee (as defined in Article 7.2 below) for the use of the Cocoroco Platform. All fees shall paid by the Client, Candidate shall not be responsible of paying any fees for the use of Cocoroco Platform.
- Cocoroco Service Fee. The total amount the Client pays is the Bill Rate, which includes the Total Payroll Cost as well as the Cocoroco Service Fee for the use of the Cocoroco Platform. The Cocoroco Service Fee is 23% of the Bill Rate. For example, if the Client Bill Rate is € 15,00 per hour, the Total Payroll Cost would be € 11,55 per hour and the Cocoroco Service Fee € 3,45 per hour.
- Total Payroll Cost. Client recognizes and agrees that Client is responsible for covering the cost of all Payroll Employee wages (incl. vacation, sick and absence leave etc.), even if, for example, a Payroll Employee reports having worked more than the number of hours authorized by Client. The total amount of the Total Employment Cost (TEC) supplemented with a fixed Cocoroco Payroll Fee of € 350,- per month for the use of the Cocoroco Payroll, as detailed in the Cocoroco Payroll Terms, shall be paid by the Client.
To use Cocoroco Payroll, Client acknowledges and agrees that the Total Employer Cost (reversed to gross salary) on Cocoroco Platform must be at least the minimum wage in the location where the Payroll Employee works.
- Additional Costs. In addition to the Bill Rate, Client acknowledges and agrees that it will be responsible for any additional costs required under applicable law. These additional costs may vary based on the location of the Payroll Employee and include overtime premiums, expense reimbursements, sick leave, vacation, severance, notice of termination costs, health insurance, and other similar benefits (collectively, “Additional Costs”). More information on Additional Costs can be found in the Cocoroco Payroll Terms.
- Minimum number of hours. If and insofar a Payroll Employee has performed less than 520 hours of work for the Client on the assignment, Client will owe Cocoroco a fee calculated as follows: (520 minus the number of hours worked for the Client via Cocoroco) multiplied by the hourly Cocoroco Service Fee.
- Non-Circumvention of Payroll Employee. If Client, before a Payroll Employee has performed 1040 hours of work for the Client, enters into an (employment) agreement with the Payroll Employee directly, outside of the Cocoroco Platform, Client will owe Cocoroco a fee calculated as follows: (1040 minus the number of hours worked for the Client via Cocoroco) multiplied by the hourly Cocoroco Service Fee.
Client will notify Cocoroco immediately, but in any case, within 14 days of entering into an (employment) agreement with Payroll Employee outside of the Cocoroco Platform. In case Client fails to comply with the notification duty stated herein, on top of the Non-Circumvention Fee stated in this Clause 7.5, Client will owe an immediately payable fine of € 3.000, –
- Invoicing and Payments.
- The Bill Rate multiplied by the total number of hours of the previous Work Week will be invoiced to Client on the Wednesday following the end of the Work Week. Additional Costs will be charges to Client after Client is provided notice of the Additional Costs. Bonuses and expense reimbursements will be invoiced to Client after they are approved by Client. Cocoroco has a standard payment term of 8 days from the invoice date. Payment takes place by means of a direct debit.
- If and insofar the currency of payment to the Payroll Employee is different than EUR or USD, the Staffing Provider will convert local costs to the payment currency, as detailed in the Cocoroco Payroll Terms. In addition, a 3.2% exchange fee will be added to the Total Employment Cost. In cases of currencies facing high volatility of exchange rates, the conversion fee will be increased to 7%. The exchange rate used will be stated on the invoice.
The Bill Rate is exclusive of VAT and other applicable taxes on Payroll Employees. Client shall be solely liable for any such taxes over and above the Bill Rate.
- Credit. The Client has a maximum credit for posting Assignments, which is made up of credit that he receives from Cocoroco and possibly from additional credit provided by Cocoroco. Client can post Assignments up to this total credit. If the Client has insufficient credit funds, this will be visible on Cocoroco Platform. Client can release credit by paying outstanding debts to Cococoro.
- Cocoroco is not responsible and liable for (a) the filling, placing or availability of Assignments and Candidates; (b) the information provided by Clients when posting an Assignment; (c) the quality of the Assignment published by Client (d) noncompliance of Client or the Staffing Provider with applicable laws and regulations, intellectual property rights and privacy legislation for third parties; (e) any damage or costs incurred in the non-performance, removal, modification or cancellation of an Assignment or application; (f) the quality of the work that Payroll Employees perform; and (g) the acts or omissions of the Client or Candidate in whatever form.
- Cocoroco or the Staffing Provider has no influence on the work and the circumstances in which the work is performed, as well as no influence or liability on the performance output of the Payroll Employee. Clients are expected to instruct, supervise, and treat a Payroll Employee just as well as its own employees. Clients are liable for damages caused by the Payroll Employees during working hours.
- Indemnification. Client shall indemnify, defend, and hold harmless Cocoroco, its Affiliates, directors, officers, employees, representatives, and agents (each an “Indemnified Party”) for all Indemnified Claims and Indemnified Liabilities relating to or arising out of: (a) the use of Cocoroco Platform and the Cocoroco Services by Client or its agents, including any payment obligations or other obligations that arise through the use of the Cocoroco Platform and Cocoroco Services; (b) any employment-related claims, including but not limited to those relating to employment termination, employment discrimination, harassment, or retaliation; and any claims for unpaid wages or other compensation, overtime pay, sick leave, holiday or vacation pay, retirement benefits, worker’s compensation benefits, unemployment benefits, or any other employee benefits; (d) failure to comply with this Client User Agreement by Client or its agents; (e) failure to comply with any applicable law by Client or its agents; (f) negligence, willful misconduct, or fraud by Client or its agents; and (g) violation of applicable data protection laws and regulations, or infringement of Intellectual Property Rights or allegations thereof to the extent caused by Client or its agents. For purposes of this Article 10, Client agents includes any person who has apparent authority to access or use your account demonstrated by using your username and password.
- User and Cocoroco have the right to terminate the registration of the Client Profile on Cocoroco’s digital platform at any time and to dissolve this User Agreement, without giving any reason and without being held liable for damage resulting from a termination.
- Any pending Employment Agreement engaged through the Cocoroco Payroll between the Staffing Provider and Payroll Employee on request of Client will remain in effect as well as the invoicing for the Bill Rate as detailed in Article 7 and 8.
- Governing law and jurisdiction. This User Agreement shall be governed and construed in accordance with the laws of the Netherlands. Any and all disputes arising out of or in connection with this User Agreement shall be exclusively submitted to the competent court in Utrecht, The Netherlands.
- Modifications; Waiver. Cocoroco may, at its sole discretion without being obliged to notice to the Client, amend this Client User Agreement and any linked information or document from time to time by posting the amended terms on Cocoroco Platform. For the avoidance of doubts, the latest version of the Client User Agreement shall always be applicable.