We are Sweav B.V. (Sweav). Our address is Kinkerstraat 297 A, 1053 ET Amsterdam the Netherlands. We are registered with the Chamber of Commerce (Kamer van Koophandel) under number: 85645443.

We have a network of strategy and M&A professionals that we selected for our community (Freelancers). We connect these Freelancers with our clients to perform Assignments. Our Services include defining and sharing Assignments within our community, matching you with the right Freelancer and invoicing.

Non circumvention: you and your affiliates agree not to circumvent our Services and directly approach a Freelancer that has been introduced to you by us for an Assignment.

Remuneration: remuneration includes the remuneration for the Freelancer and the commission for Sweav based on the Sweav commission scale, and will be confirmed in writing. 

Liability: the Freelancer is legally independent in the execution of the Assignment. Although we care about the result, we are not responsible for the work delivered. We are not liable for damages.

Payments: we arrange invoicing. We will send invoices to you with a payment term of 30 days.

Freelancer Agreement: we advise that an agreement for an Assignment shall be concluded between you and the Freelancer, based on a template we provide.

Recruitment: if you offer a Freelancer part of the community that has been introduced to you by us an employment contract, you agree to pay us a recruitment fee.

Confidentiality: the parties must keep each other’s confidential information confidential. We provide a template non-disclosure agreement for Freelancers and you to use.

Please find our complete terms and conditions below.

GENERAL TERMS AND CONDITIONS – SWEAV B.V.

Who are we?

We are Sweav B.V. (Sweav). Our address is Kinkerstraat 297 A, 1053 ET Amsterdam the Netherlands. We are registered with the Chamber of Commerce (Kamer van Koophandel) under number: 85645443.

What do we do?

We have an extensive network of freelancers that joined our community (Freelancers). We connect these Freelancers with our various clients to perform assignments.

What are you reading here?

These are our general terms and conditions (in short, the Terms). When we refer to you in these Terms, we mean you as our client. 

In the Privacy Policy [https://www.sweav.works/privacy-policy], we explain how we protect your personal data. Please take the time to read this carefully, as it contains important information about how we collect and use your data and why we do so. 

 

Questions? 

If you have any questions regarding these Terms or the Privacy Policy, you can contact us by calling +31 6 27448680.

Applicability of these Terms

These Terms apply as soon as Freelancers are proposed and apply to Assignments and our Services (see Article 2 and 3).  

We reserve the right to change the Terms at all times. The most current version of the Terms will always apply. Arrangements that deviate from these Terms will only be applicable if they have been agreed on by us in writing. 

In case of a conflict between these terms and an Agreement between you and Sweav, the terms from the Agreement shall prevail. 

Assignments

Any Assignment you provide to us should include: 

• detailed information about the work;
• the results you envision; and
• the timeframe in which the work needs to be done. 

The Services 

We will use our best efforts to find the right Freelancer for an Assignment by:

• Sharing the Assignment in our community;
• Matching you with the right Freelancer.
• Arranging invoicing.

Together these activities are referred to as the Services.

We shall give you regular updates on the progress of the Services. 

Offer, remuneration 

We shall send you an offer with a price indication if we select a Freelancer for an Assignment. An Agreement is formed if you accept our offer. 

Remuneration includes the remuneration for the Freelancer and the commission for Sweav. 

The commission for Sweav is a percentage of the Freelancer rate and based on the Sweav commission scale

• 19.5% for the first six months of working with a specific Freelancer.
• 12.5% for the seventh up until the twelfth month of working with a specific Freelancer.
• 5% after the twelfth month of working with a specific Freelancer.

Freelancer Agreement 

If you agree to our offer, we advise that a separate agreement shall be concluded between you and the Freelancer (the Freelancer Agreement). You and the Freelancer are free to jointly determine how you structure the Freelancer Agreement. However, we advise that the Freelancer Agreement shall materially cover the provisions set out in Annex 1.

We ask our Freelancers to share signed Freelancer Agreements with us. 

Non circumvention

We have taken great efforts to select and engage with our Freelancers. Therefore, you undertake and warrant that you (or your affiliates) shall not approach Freelancers directly with an aim to circumvent our Services.  

Circumventing the Services includes, but is not limited to, directly approaching the Freelancer: 

• for an Assignment provided by you to Sweav; or 
• for a new or follow-up Assignment within 2 years after Sweav has introduced the Freelancer to you.
• You may only directly approach Freelancers, if both: 
• you and the Freelancer already knew each other and had a prior professional relationship on the subject of the Assignment; and 
• the Freelancer was offered the Assignment directly or through another service. 

If you violate this article, you shall owe a penalty of EUR 25,000 per violation to Sweav, payable immediately.

Recruitment fee

 You may offer a Freelancer an employment contract (arbeidsovereenkomst). 

You shall owe a fee of 25% of the Freelancers’ gross annual salary if the employment is  materialised within 2 years after the Freelancer has completed an Assignment for you, or after the Freelancer has been introduced by Sweav to you otherwise. 

The fee shall be payable within 30 days after the start of the employment period.

Prices and payment

All prices communicated by us are excluding any expenses and applicable VAT.

We shall send monthly invoices to you with a payment term of 30 days. 

If an invoice amount is due but not paid, we will first send a reminder, followed by a request for payment. If the payment is not made within the stipulated payment period, you will be in default (verzuim). If you are in default, we are entitled to charge statutory commercial interest and all extrajudicial collection costs. 

Termination of Assignments 

An Assignment or Agreement can be immediately terminated by you or by us in any of the following circumstances: 

the other party continues to not perform its obligations under the Agreement after receipt of a notice by that party of non-performance giving a reasonable period for remedying the non-performance, if such non-performance can be remedied;

• the other party has applied for bankruptcy or suspension of payment or is declared bankrupt or suspension of payments has been granted; or
• the other party may no longer freely dispose over its own assets.
• In all other circumstances, an Assignment or Agreement can only be terminated if all parties agree to this in writing. 

Liability 

The Freelancer is legally independent in the execution of the Assignment. 

We are not responsible for the work delivered by the Freelancer. 

We will, however, make every effort, together with the Freelancer, to discuss and resolve any problems you may have with the Freelancer, because we care about the work delivered by the Freelancers.  

We are not liable for damages that you may suffer from the execution of an Assignment by a Freelancer. 

If we are by law required to pay damages, we shall only pay direct damages up to a maximum of: 

the amount covered by our liability insurance; or

if our liability insurance does not pay out, the amount invoiced by us to you.

The limitation period of all claims and defenses against us is 1 year after you became or should have become aware of the damages.

Force majeure 

The parties do not have to fulfill the obligations under an Agreement if it is impossible to do so due to force majeure. The party that cannot fulfill due to force majeure does not have to pay damages to the other party.

If the force majeure situation lasts longer than three consecutive months, the parties may (unilaterally) dissolve the Agreement. If a party dissolves due to a continuing force majeure situation, the dissolving party does not have to pay damages to the other party.

Intellectual property 

We (or our licensors or suppliers) are exclusive owners of all existing and future intellectual property rights, such as copyrights, trademark rights, design rights, patent rights, source code and know-how vested in or arising from the community.

We are not the creator, owner or licensee of any intellectual property rights created pursuant to an Assignment. We may only use these intellectual property rights with your prior written consent. 

You hereby grant us a global non-revocable license at no consideration to use descriptions and results of Assignments in an anonymised way for marketing and portfolio purposes. 

Privacy 

You shall at all times comply with your respective obligations under the European General Data Protection Regulation. 

For the performance of an Assignment, we process your personal data in accordance with our Privacy Policy.

Confidentiality 

The parties must keep each other’s confidential information confidential. 

We will not disclose any confidential information about you or your Assignments except for what is necessary to disclose to Freelancers.

You shall not disclose any confidential information about Sweav or the Freelancers except for what is necessary to fulfil its Assignments. 

We offer a standard non-disclosure agreement to our Freelancers. You can use the agreement to lay down confidentiality obligations with the Freelancer. However, you are free to make other arrangements.

Miscellaneous 

The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision of these Terms. Any such invalid or unenforceable provision will be replaced by a provision that is considered to be valid and enforceable and which interpretation will be as close as possible to the intent of the invalid provision.

You are not allowed to assign or transfer any rights and obligations on account of any Assignment or these Terms without prior written approval of us. 

All annexes form an integral part of these Terms. 

Applicable law and dispute resolution

Dutch law applies to these Terms. The Court of Amsterdam, the Netherlands has exclusive jurisdiction to hear all disputes or claims ensuing from these Terms.