Payrolla | Terms and conditions

The Payrolla Platform is owned and operate by BIGE SARL (hereinafter "We", "Us", "Our", "our Platform", "The Platform"). By registering with us and using Our Platform, you acknowledge to have read and agreed with these Terms and Conditions (hereinafter "Terms") without reservation.

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1. Definitions

In these Terms, notions starting with a capital are either defined by explicit reference or defined below:

Affiliated Organization : any natural and legal person We enters into cooperation agreement for providing products and/or services on the Platform to Customers (for instance - but not exclusively subcontract for services), Suppliers and/or Mission Workers (for instance - but not exclusively personal coaching and trainings).
Customer : any natural or legal person which - for purposes inside its trade activity, company, craft or professional activity - enters into a Customer Agreement with Us for the procurement of Services.
Customer Agreement : an agreement between Us and Customer which outlines the mutual rights and obligations of Us and the Customer regarding the modalities for providing Services.
Mission Worker : any natural person who - for purposes inside his/her own trade activity, craft or professional activity, wishes to provides specialist services to Customer itself or indirectly by having a service agreement with Us. Mission Worker and Supplier are mutually exclusive roles.
Mission Worker Agreement : an agreement between Us and the Mission Worker with outlines the mutual rights and obligations of Us and the Mission Worker regarding provision of specialist services by Mission Worker to Us (and thus indirectly to Customer).
Good Industry Practices : The exercise of such degree of skill, care, diligence, prudence, foresight, efficiency, timeliness and judgement which would be expected - taking into consideration the relevant state of the art - of a suitably skilled, trained and experienced person engaged in the same type of undertaking under the relevant circumstances on behalf of a service provider with internationally recognized experience and reputation.
Intellectual Property Rights : all brands, logos, trademarks, internet domain names, models and designs, patents, copyrights (including all rights relating to software) and moral rights, rights relating to databases, semiconductor topographies, knowhow, and other rights, as well as all other industrial and intellectual rights, in any case independent from whether or not they have been registered and with the inclusion of registration applications as well as all equivalent rights or means of protection leading to a similar result anywhere in the world.
Platform : Payrolla's online portal and underlying systems, hardware and software as described in section 2, to which Users have access and through which We provides its Services to Customers.
Payrolla : A brand of Payrolla Sarl, having its registered seat at 2, rue Edward Steichen, L-3324, Bivange, GRAND DUCHY OF LUXEMBOURG. Trade Register No : B224784. International VAT number: LU30336856.
Services : all services rendered by Us to Customers with or through the Platform, aimed at facilitating recruitment, management and administration of Mission Workers or Supplier Consultants.
Supplier : any legal person which employs, engages or connect Supplier Consultants to provide specialist services to Customer, either directly to the Customer itself or indirectly by having a service agreement with Us.
Supplier Agreement : an agreement between Us and Supplier which outlines the mutual rights and obligations of Payrolla and Supplier regarding provision of specialist services by Supplier to Payrolla (and thus indirectly to Customer).
Supplier Consultant : a natural person employed, engaged or connected by Supplier to provide specialist services to Customer, either directly to the Customer itself or indirectly in the framework of a Supplier Agreement.
User (also "you" or "your") : a Mission Worker or staff member of Customer or Supplier, who is authorized to use the Platform and to that end has been granted personal login credentials to access an User Profile.
User Profile : the personalized section of User on the Platform where that User can upload, manage and/or download content which that User is authorized to access.
Work-For-Hire Agreement : an agreement between on the one hand Mission Worker or Supplier and on the other hand Customer, specifying the modalities under which Mission Worker or Supplier will provide specialist services to Customer.

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2. Scope

These Terms outline how you as a User are allowed to make use of our Platform. The terms and conditions regarding:
payment, payroll and invoicing for use of the Platform;
specific functionalities or features required by a Supplier or Customer; or
modalities for providing any specialist services to Us or Customer
are governed by a Customer Agreement, Supplier Agreement, Mission Worker Agreement or Work-for-Hire Agreement. With respect to Customer this means that the modalities of the provision of the Services are also outlined in the Customer Agreement.
Your own terms and conditions do not apply.
The Platform is intended for professional use only.
If there is a conflict between these Terms and the terms of a Customer Agreement, Supplier Agreement, Mission Worker Agreement or Work- for-Hire Agreement, these Terms will prevail, unless a Customer Agreement, Supplier Agreement or Mission Worker Agreement to which you are bound explicitly and unambiguously indicates the parties' wish to amend or override these Terms.

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3. Platform Description

The Platform is meant as:
an online meeting space where Customers can post requests for specialist services and Mission Workers or Supplier can respond to such requests;
a cloud-based human resource management system for Customers, which may require Mission Workers and Suppliers to create User Profiles as well.
The main interface for Users, Suppliers and Customers to access and use The Platform is a responsive website, which can be used on internet enabled computers and mobile devices.
Mission Workers, Customer and Supplier can register directly on The Platform by accepting these Terms and the Privacy Policy. The Customer and Supplier only are able to provide mission register upon execution of a Customer Agreement or a Supplier Agreement respectively.
User Profiles are personal. Certain sections of a User Profile may be visible, however, to other stakeholders on The Platform. Which sections or information are visible to others, is clearly indicated on The Platform or necessary given the purpose of said section or information.

For Mission Workers The Platform determines at its sole discretion, but upon clear notice beforehand, which User Profile information is shown publicly. Supplier decides at its own discretion which information of Supplier Consultants should be made public.

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4. Use of the Platform

The Platform is a cloud-based application, which means that a User can only use The Platform if that User has a sufficiently fast internet connection. Having such a connection requires an active internet subscription with an internet service provider.
Each User warrants to have the legal capacity and authorizations required to use The Platform.
User warrants that all information and content uploaded or added to the User Profile are, to the best of User's knowledge, accurate, truthful and up to date. The use of aliases or nicknames is not allowed.
Mission Workers and Suppliers can be located anywhere in the world and may apply to Customer requests anywhere in the world, depending on availability. Insofar as allowed by statutory law and in accordance with the right to freedom of establishment and the freedom to provide services applicable within the EU, The Platform retains the right to limit the geographical scope of available Customer requests.
User will keep login credentials giving access to the User Profile confidential and safe. If you detect that your login credentials have been compromised, i.e. lost, stolen or used by someone else, you will notify The Platform immediately so that your login credentials can be revoked and new ones can be distributed.
User will notify The Platform immediately when User identifies or detects an incident with regard to the proper functioning of The Platform and will take all steps reasonably necessary to limit the impact of this incident.
In the event a User's use of The Platform can be considered (a) a violation of these Terms or the Intellectual Property Rights or any other right of The Platform, Affiliated Organization or third party, (b) a threat to the security or integrity of The Platform or any services provided by Payrolla or Affiliated Organizations via The Platform, (c) a danger to The Platform due to viruses, Trojan horses, spyware, malware or any other form of malicious code, (d) in any way hateful, obscene, discriminating, racist, slanderous, spiteful, hurtful or in some other way inappropriate or illegal, or (e) in direct competition with the properly communicated commercial interests of The Platform or an Affiliated Organization, We reserve the right to revoke a User's login credentials and block access to the User Profile without prior notice or intervention of a judicial body and without any form of compensation or other claim. Continued misuse may lead to the permanent termination of a User Profile.

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4. Warranties and Liability

Since The Platform is essentially composed of software, We cannot guarantee a flawless operation. Without prejudice to any service levels agreed to by Us in a Customer, Supplier or Mission Worker Agreement, We will ensure the availability and operation of The Platform in accordance with Good Industry Practice.
The Platform will ensure that any unforeseen interruptions in the availability of The Platform are communicated as soon as reasonably possible. We will put in place timely response procedures to handle such unforeseen interruptions.
Without prejudice to any service levels agreed to by The Platform in a Customer, Supplier or Mission Worker Agreement, We have the right to change at its own discretion the availability of The Platform at all times and for as long as We deem necessary for maintenance or update purposes or similar purposes. Insofar as reasonably possible, such change in availability shall be communicated in advance via The Platform.
Insofar allowed by applicable mandatory law, including data protection laws, The Platform cannot be held liable for the damages resulting from a shortcoming in the operation of The Platform which is caused by services of third parties on which the platform relies where those third parties are beyond the real and effective control of The Platform. Such shortcomings shall include, but shall not be limited to:
non-compliance on the part of the third party with applicable laws and regulations;
loss fo data caused by a malfunction in the systems of a third party;
unavailability of (parts of) The Platform caused by the unavailability or malfunction of services of a third party on which the Platform relies.
The Platform does not verify, nor is responsible and cannot be held liable for any information and content uploaded by Users, unless expressly stipulated otherwise in writing in a Customer, Supplier or Mission Worker Agreement.
The Platform is not responsible and cannot be held liable for any errors in the operation of The Platform, if these errors are caused by misinformation (either insufficient, incorrect or both), negligence or non-compliance with both the law and the provisions of these Terms, a Customer, Mission Worker or Supplier Agreement on the part of Customer, Mission Worker or Supplier.
The Platform can never be held liable, not even in case of serious fault, for indirect damages, including consequential damages, financial or commercial damages, loss of profit or income, lost opportunities, lost savings, damage due to business discontinuity, reputational damage.

Duration and Termination

The Terms apply from the moment you accept them through the registration of your profile and until such time your User Profile is closed permanently for whatever reason.
Mission Workers can terminate their User Profile by closing it.
These Terms remain applicable for all Users of Supplier or Customer whose User Profile has not been terminated by Supplier or Customer. All User Profiles of Customer or Supplier are in any case closed upon termination of the Customer or Supplier Agreement.
When these Terms terminate, the User is no longer allowed to use The Platform nor any of the associated Intellectual Property Rights.

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5. Intellectual Property

The Platform remains at all times holder of all Intellectual Property Rights related to the content - including all appurtenances - of The Platform, with the exception of all documents, information, content and other elements received or uploaded by the User.
Without prejudice to specific modalities in a Customer, Supplier or Mission Worker Agreement, We grant Customer, Supplier and Mission Worker a non-exclusive, non- transferable and non-sublicensable right to use The Platform for as long as these Terms apply. Such right of use will be consistent with the normal use of the Intellectual Property Rights of Payrolla on The Platform. Nothing stipulated in these Terms shall be interpreted, either expressly or implied, as transferring ownership of Intellectual Property Rights of Payrolla to Customer, Supplier or Freelancer.
Having regard to the provisions of the preceding paragraphs, the User shall not copy, analyse, decompile, make public, distribute, transfer to third parties, or change any content encumbered with Intellectual Property Rights unless expressly permitted by The Platform.
Whenever a User makes use of documents and materials protected by Intellectual Property Rights or other rights of third parties, the User warrants to The Platform that he is entitled to using these documents and materials and that such use respects and complies with all applicable terms and conditions for such use. The User acknowledges and accepts that We exercise no power of control nor any advisory powers with regard to any rights held by third parties.
By allowing its User(s) to upload any information or content encumbered with Intellectual Property Rights held by a Customer, Supplier or Mission Worker, that Customer, Supplier, or Mission Worker grants Us a non-exclusive, non-transferable, worldwide and non-sublicensable right to use this information or content insofar The Platform makes use of this information or content to provide The Platform.

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6. Confidentiality

In principle and without prejudice to other arrangements in a Customer, Supplier or Mission Worker Agreement, all information and content uploaded by a User shall be treated as confidential unless explicitly marked as non-confidential.
Information which by its very nature cannot reasonably be considered as confidential, such as the public part of a User Profile, cannot be marked confidential by a User. On the contrary, certain information which by its very nature should be considered as confidential, such as login credentials giving access to The Platform, specific business processes, trade secrets, all information related to specific specialist services provided to a Customer etc., shall be treated as confidential.
When a competent governmental or judicial authority requires confidential information, We will first confer with the relevant Customer, Supplier or Mission Worker prior to any disclosure, which in any case will be limited to the minimal divulgation of information in order to comply with the governmental or judicial order.

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7. Privacy Policy

All provisions governing the right to privacy and data protection of Users are outlined in a separate document ("Privacy Policy"), and are an integral part of these Terms. You may find the Privacy Policy here
All provisions governing the right to privacy and data protection with respect to personal data of Customer and Supplier are outlined in the Customer and Supplier Agreements.

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8. Miscellaneous

Without prejudice to the provisions of sections 8 and 9, The Platform will be entitled to rely at its own discretion on subcontractors for the fulfilment of its obligations with regard to providing The Platform.
Compliant to the GDPR legislation, We can transfer its rights and obligations under these Terms, in whole or in part, to a third party without a User's prior consent. The User is not allowed transfer any rights conferred to him by these Terms to third parties.
The Platform reserves the right to modify or amend these Terms from time to time. Any such modification or amendment shall be made public on The Platform. Any modification or amendment shall resort effect the month after the month in which it was made. Without prejudice to a different arrangement in the Customer, Supplier or Mission Worker Agreement, if a User does not agree with the modification or amendment, he can close his User Profile.
Without prejudice to the Customer, Supplier and Mission Worker Agreement, these Terms are the only terms and conditions governing a User's use of the Platform.
If any provision of these Terms is declared invalid by a competent authority, the effects of such declaration shall be limited to that provision only and shall leave unhampered all other provisions of these Terms.
These Terms are governed by Luxembourg law. Any dispute regarding these Terms shall first be attempted to be resolved through negotiations. Should negotiations fail, the dispute will be brought before the competent courts of Luxembourg.
English shall be the main language for all commitments stemming from these Terms regarding access to and use of The Platform.
The cost-of-living index is automatically applied to the salaries of the mission worker employed by the platform and the customer's invoice will be increased. If the customer expressly refuses the indexation of the daily rate of the mission worker, the index will be automatically applied but deducted from the reserve of the mission worker.