Malt Community SA - Terms and Conditions of (a) Use of the Site and (b) Sale of the Site Features (the “User Terms”)
These terms and conditions of use and sale of the Site and its Features constitute the agreement between:
Malt Community SA, a joint stock company with limited liability, incorporated in France and registered at the register of commerce and companies of Paris (RCS) with number 791 354 871, whose registered office is at 42 rue de Rochechouart, 75009 Paris, France (the Company or Malt or we or our).
The website User accessing the Site and its Features: https://www.malt.com
to access and use the Site and its Features.
Purpose of the Site
The Company operates the Site. The Site is a marketplace where Freelancers and Clients (together, the Users) can identify each other and advertise, buy, and sell services performed for or delivered to Clients by Freelancers (Freelancer Services). Subject to these User Terms, Malt provides or makes available all services (except the Freelancer Services), applications and products further described in Article III below, that are accessible through the Site and all Malt mobile applications that link to or reference in the Site (Site Features or Features) to Users, including by way of illustration, hosting and maintaining the Site, enabling an Engagement of a Freelancer by a Client to provide Freelancer Services to that Client through the Site, the preparation and issuing of invoices in the name and on behalf of Freelancers, and the service of providing means of electronic payment of the Freelancer Services and Malt Fee(s) through Mangopay (and in accordance with their own terms – which are available here).
If Users agree on terms for the provision of Freelancer Services by a Freelancer, then:
- an Engagement is formed directly for the Freelancer Services, between such Users but not with Malt. However, no Engagement for the Freelancer Services may be formed unless Users have agreed to use the services and features of the Site which are to communicate, invoice and pay online in accordance with these User Terms, and which are as further explained below; and
- as a separate contractual arrangement from Malt, Users also agree to use Mangopay services in accordance with Mangopay Terms of Payment or any other financial services providers referred to in these User Terms, and in accordance with their terms. For the avoidance of doubt, the financial or insurance services provided by those providers are not part of these User Terms.
These User Terms are therefore intended to regulate the terms and conditions of use and sale of the Site Features made available to Users, as well as to define the rights and obligations of all Users of the Site and nothing else.
Any access and / or use of the Site implies the unconditional acceptance of and compliance with, without reservations of any kind, all terms of these User Terms. Users’ should be aware of our right to modify the User Terms and should read Article XIX below.
The Users acknowledge and agree that Malt is not a party to any contractual arrangement between them regarding services or project made available or performed by Freelancers through the Site, including without limitation the Engagement of the Freelancer, and that any such contractual arrangements or Engagement between Users will not, under any circumstance, create an employer/employee or other employer/worker relationship between Malt and any Freelancer.
By registering for a Malt account on the Site (an “Account”), or by clicking to accept the Terms of Service when prompted on the Site, Users are deemed to have executed this agreement and the User Terms electronically, effective on the date Users register their Account or click to accept the User Terms. Users’ Account registration constitutes an acknowledgement that Users are able to electronically receive, download, and print these User Terms, the Invoicing Mandate and the other terms of services made available by Malt, and any amendments or variations thereof.
In connection with the User Terms, Users may be entitled to receive certain records from Malt or its Affiliates, such as invoices, terms, notices, and communications in writing. To facilitate Users’ experience of the Site and the Site Features, Users give Malt permission to provide these records to them electronically instead of in paper form.
By registering for an Account, Users consent to electronically receive and access, via email or the Site, all records and notices for the services provided to Users under the User Terms that Malt or its Affiliates would otherwise be required to provide to Users in paper form. However, Malt and its Affiliates reserve the right, in their sole discretion, to communicate with Users via paper form using the address under which the User account is registered. Users’ consent to receive records and notices electronically will remain in effect until Users withdraw it. Users may withdraw Users’ consent to receive further records and notices electronically at any time by contacting [email protected] If Users withdraw Users’ consent to receive such records and notices electronically, we will revoke Users’ access to the Site and the Site Features, and Users will no longer be permitted to use the Site or the Site Features. Any withdrawal of Users’ consent to receive records and notices electronically will be effective only after we have a reasonable period of time to process Users request for withdrawal. Please note that Users withdrawal of consent to receive records and notices electronically will not apply to records and notices electronically provided by us to Users before the withdrawal of Users consent becomes effective.
In order to ensure that we are able to provide records and notices to Users electronically, you agree to notify us immediately of any change in your email address by updating your Account information on the Site or by contacting. Users also agree to notify us immediately of any change in their User’s physical address.
I - Definitions
Affiliate: means any entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with Malt.
Client: any natural or legal person or entity registered as an authorised User utilising the Site for strictly business purposes, with a view to enter into an Engagement with one or more Freelancer(s) in order for them to carry out a Project Work. From time to time, Malt may act as a Client, and the terms and conditions of this Agreement applicable to Clients will apply to Malt when Malt acts in this way.
Content: all data, feedback, content, information or media of any kind (including without limitation texts, images, videos, photographs, music, comments, notes, marks, names, company names... etc), comments, messages or other information that Users post or exchange between them on any part of the Site or provided to Malt or its Affiliates.
Engagement: means an engagement for Freelancer Services that a Freelancer provides to a Client via the Site on separate contractual terms (including any fee quote or business proposal) agreed from time to time (in writing or not), between Client and Freelancer (but not Malt), together with any additional agreements relating to the said Freelancer Services, or amendment and variation thereto, as further set out in accordance with Article 3.3 of these User Terms.
Freelancer: any natural or legal person or entity registered as an authorised User utilising the Site to advertise and provide Freelancer Services to Clients in France or abroad via the Site.
Freelancer Engagement Price(s): the fee or fees payable by the Client to the Freelancer through MangoPay payment system, in accordance with Article VI of these User Terms, as indicated on the quote and/or business proposal sent by the Freelancer to the Client and accepted by the latter.
Invoice: means invoices issued or to be issued under and in accordance with an Invoicing Mandate arrangement between Malt and the Freelancer, at the Freelancers’ direction in relation to a Project Work following the completion of an Engagement through the Site.
Invoicing Mandate: the arrangement between the Freelancer and Malt pursuant to which the Freelancer authorise Malt, in accordance with the applicable laws and regulation to prepare and issue invoices relating to a Project Work which is the subject to an Engagement between the Freelancer and the Client.
Malt Fee(s): the fee or fees payable by the Freelancer to Malt for the membership to the Site and to use the Site Features in accordance with Article V of these User Terms and the Invoicing Mandate.
Mangopay Terms of Payments: the separate terms and conditions of electronic payment system made available by Mangopay to Users and are available here but do not form part of these User Terms.
Site: the Internet websites hosted at https://www.malt.com, all affiliated websites, including mobile websites and applications, owned and operated by Malt, its predecessors or successors in interest, or its Affiliates.
Project Work: any tangible or intangible results, tasks, services or deliverables that a Freelancer pursuant to an Engagement, agrees to create, delivers or performs for a price at the request of and for the benefit of a Client via the Site and, including, but not limited to, configurations, computer programs, or other information, or customised hardware, and any intellectual property developed in connection therewith.
Site Features: has the meaning referred to in Article III of these User Terms
Users or “you” or “your”: Freelancers and Clients.
II – Registration to the Site and eligibility
2.1 To use the Site and certain Site Features, a User must create an account by registering for free on the Site (Account).
2.2 Malt offers the Site and Site Features for Users’ business purposes only, and not for personal, household, or consumer use. To use the Site and Site Features, Users must have, and hereby represent that they have, an independent business (whether it be as a self-employed individual/sole proprietor or trader, or as a company or a corporation or other legal entity).
2.3 To register for an Account, Users must be, and hereby represent that they are, a legal entity or a natural person who is 18 years or older and that they have the capacity to form legally binding contracts and be legally able and authorised to use the Site in accordance with these User Terms.
2.4 Access to the Account is protected by a login and password chosen by Users upon registration. Users are solely responsible for any use made of their username and password as for their confidentiality and any use of their respective Account.
2.5 In order to be referenced as a Freelancer on the Site and to be visible to other Users, Users are also required to provide information on their profile page as well as to keep it up to date.
To use the Site Features, the Freelancer also agrees to enter into an Invoicing Mandate with Malt and to upload the required documents to the Site, in order to comply with the laws and regulations of the geographic area in which the User access or use the Site or the Site Features and generally the laws and regulations applicable to the Site and the Site Features (including without limitation those laws and regulation relating to the Users’ compliance with Transparency Rules (KYC), and for the prevention of undeclared work, fraud, money laundering and financing of terrorism amongst other things).
2.6 By registering an Account, Users represent that they intend to use the Site and Site Features for their business purposes only. Users are obliged to provide accurate information, which must be immediately updated in the event of change. Users must comply with any licensing or registration requirements with respect to their own business, and they represent that they comply with all such requirements. By registering for an Account, they represent that they comply with all such requirements.
2.7 By registering for an Account, and by using the Site or Site Features after the Effective Date if Users had an Account on the Effective Date, or by clicking to accept the User Terms when prompted on the Site, Client and Freelancers agree to: (a) abide by these User Terms and any other terms of services referred to therein; (b) be financially responsible for their use of the Site and the Site Features, and the purchase or delivery of Freelancer Services; and (c) perform their obligations as specified by contractual arrangement that they enter in with each other following an Engagement, unless such obligations are prohibited by applicable laws or these User Terms in accordance with their terms.
2.8 By registering for an Account and using the Site Features, a Client and/or Freelancer also represents that they are not: (a) a citizen or resident of a geographic area in which access to or use of the Site or Site Features is prohibited by applicable law, decree, regulation, treaty, or administrative act; (b) a citizen or resident of, or located in, a geographic area that is subject to sovereign country sanctions or embargoes or other economic sanction rules of any sovereign nation. They agree that if their country of residence or other circumstances change such that the above representations are no longer accurate, they will immediately cease using the Site and Site Features. All electronic monies held on designated client accounts with Mangopay, will be returned to the Client in accordance with Mangopay terms and conditions as applicable from time to time. For further details, please refer to Article IV below.
2.9 Malt reserves the right , in its sole discretion, to refuse, suspend, or revoke Users’ access to or forbid future use of, the Site and Site Features (or any part of it) upon discovery that any information Users provided on any form or posted on the Site is not true, accurate, or complete, out of date, or such information or other conduct otherwise violates these User Terms, or for any other reason or no reason in Malt’s sole discretion.
III – Description of the Site Features and Operation of the Site
3.1 The Site Features include:
- hosting and maintaining the Site;
- a marketplace to facilitate contacts and exchanges between Freelancers and Clients through the Site with a view for them to enter into an Engagement for the provision of Project Work by the Freelancer to a Client.
- the service of providing means of electronic payment of the Freelancer Services and Malt Fee(s) through Mangopay (and in accordance with their terms) to secure the performance of a Project Work,
- the administrative service of preparing and issuing invoices relating to the Project Work undertaken, in the name and on behalf of Freelancers;
- the administrative service of collecting and providing Clients with documents required from Freelancers to ensure compliance with local applicable law and fiscality
- the possibility, in certain circumstances, to benefit from factoring services provided by a separate entity independent from Malt called Finexkap (Finexkap CGPS).
- the provision of specific Corporate Services for "Key" Clients which are the subject of additional terms and conditions of use in addition to those User Terms.
3.2 Malt also offers Corporate Services to certain key Clients which include without limitation:
- the provision of bespoke consulting services to find Freelancers;
- a customised interface of the platform on the Site for Key Clients allowing a collaborative use between several Users;
- the provision of an online library showing all contractual documentation related to the Key Client;
- additional payment options.
Unless otherwise specified the words, Clients include “Key Clients”.
3.3 Operation of the Site - A Client contacts a Freelancer via the Site. After an exchange regarding the nature of the Project Work, the Freelancer submits a business proposal of services or a fee quote as well as other terms (if any) for the required services to the Client using the communication tools made available to him/her/it on the Site (“Engagement”).
The Client and the Freelancer negotiate the terms of the Engagement separately from these User Terms.
In the event of an Engagement, the Client sends funds to his/her/its electronic wallet which is a Designated Client Account held by Mangopay in accordance with Mangopay terms of business. This payment allows the Freelancer to commence work on the Project Work.
Key Client may opt as part of our Corporate Services to have their terms of purchase of freelancer services uploaded on the Site, and make the payment, according to their own payment policy, upon completion of the relevant Project Work.
It is recommended for Freelancers and Clients to agree in writing their terms and conditions of the supply of services by the Freelancer. Malt is simply a marketplace and will not provide the terms and conditions for the engagement of the Freelancer. This is not a service provided by Malt. Malt shall not be responsible to Users or anyone connected to the, if the Users failed to agree their own terms for the supply of services (including Freelance Services) by Freelancers.
On completion of the Project Work, an invoice is issued and sent by Malt to the Client in the name of and on behalf of the Freelancer, using the information provided by the Freelancer for the purpose of invoicing the Client for the Project Work. The Freelancer is obliged to provide Malt with all the information required from his/her/its contractual and legal obligations so as to enable Malt to issue a valid invoice. By accepting these User Terms, a Freelancer agrees to enter into the Invoicing Mandate (which is available here) between Malt and the Freelancer which sets out their respective obligations regarding the invoicing process of a Project Work.
Validation of a Project Work by a Client automatically unlocks the Freelancer's payment of the amount stated in the Freelancer’s invoice, minus Malt Fee(s) payable to Malt by the Freelancer.
IV – Access to Site Features
Access to the Site Features is exclusively permitted to registered Users.
In addition, access to the Site and Site Features is only permitted to Freelancers:
- who have entered into and continue to have in place an Invoicing Mandate with Malt (provided always that Malt has accepted the Mandate and continued to agree to it in accordance with the terms of the Invoicing Mandate and these User Terms) to issue for and on behalf of the Freelancer its invoices on completion of the Freelancer Services; and
- who also have uploaded the required documents to their profile, in order to satisfy their obligations arising from the laws and regulations of the geographic area in which the User accesses or use the Site or Site Features and generally the laws and regulations applicable to the Site and the Site Features (including without limitation those laws and regulation relating to the Users’ compliance with Transparency Rules (KYC), and for the prevention of undeclared work, fraud, money laundering and financing of terrorism amongst other things).
All Users must comply with Articles 2.5 and 2.6.
The Site is made available 24/7 for all Users. Users are responsible for setting up the computer and telecommunications means enabling them to access the Site. Use shall be liable for any costs charged by their service provider related to their own connection to the Site and for downloading documents or applications.
Malt does not guarantee that the Site and its Site Features will always be operational. Malt reserves the right, without prior notice or compensation, to temporarily or permanently close the Site or access to one or more of its Site Features or to update, modify or change operational methods, servers and hours of accessibility, without this list being exhaustive.
Malt reserves the right in its entire discretion to make any changes or improvements considered necessary or useful to the Site and Site Features.
V - Costs of the Site Features
The Freelancer must pay Malt the Malt Fee(s). The Malt Fee(s) to use the Site and Site Features are due and payable solely by the Freelancer. The Client will be responsible for paying the Dispute Charge referred to in Article 8.3 below.
When a Client pays a Freelancer, or when funds related to an Engagement are otherwise released to a Freelancer as required by the applicable Validation by the Client, MangoPay will credit the Freelancer Account for the full amount paid or released, and then subtract and disburse to Malt, the Malt Fee(s) in the amount specified in the price list of Malt Fee(s) which is available here. Further details describing the payment system offered by with MangoPay and made available through the Site, are set in Article VI below.
The Freelancer agrees to pay Malt, the Malt Fee(s), for using the Site’s communication and the other Site Features including the invoicing system, and the payment system offered through Mangopay.
The Malt Fee(s) is calculated by reference to a percentage of the amount, exclusive of VAT, paid by the Clients for the completion of a Project Work. Malt Fee(s) is deducted directly from the amount payable to the Freelancer as soon as a Client completes a Project Work.
The Malt Fee(s) (excluding options) is fixed between 5 and 10% of the price paid for the Project Work, depending on the past relationship between the Freelancer and the Client.
The price list for the Corporate Services are available from Customer Services on request. The Corporate Services are the subject to additional special conditions between the Company and the Client which are also available on request.
VI - Payment system made available by MangoPay through the Site
6.1 Payment by the Client of the amount due for a Project Work shall be made in advance (except for Corporate Services clients) via an electronic designated wallet account or escrow account in the name of the Client (Escrow Account) made available by MangoPay, in accordance with Mangopay Terms of Payments, to which Users must subscribe separately from these User Terms.
The purpose of this payment system is to assist Users to hold, or receive electronic payment for an Engagement, and to pay service, membership and payment processing and administration fees to Malt. This payment system is intended for business use, so Users agree to use it only for business purposes and not for consumer, personal, family, or household purposes. A breach of this sub-paragraph will entitle Malt to close the User’s Account with Malt as well as the Invoicing Mandate with Malt.
6.2 For the purpose of implementing the payment system, the Company has subscribed to the services of MANGOPAY. S.A., a company authorised as an electronic money institution, registered with the Luxembourg Trade and Companies Register under the number B173459, whose registered office is at 59 boulevard royal, L-2449, Luxembourg (hereinafter called "MANGOPAY")
Users enter a contractual agreement directly with MANGOPAY for the provision payment system and declare that they accept MANGOPAY's terms and conditions available here: Mangopay Terms of Payments.
6.3 Operation of the advance payment system via MangoPay
The advance payment by the Client is made by credit card through a secure online payment service made available by MangoPay through the Site or bank transfer to MangoPay.
The remittance of funds under a provisioning arrangement for an electronic wallet does not constitute a bank deposit and does not bear interest.
Users must comply with the disclosures requirements of Mangopay when opening or maintaining an escrow account with it.
Malt shall not be responsible to Users if MangoPay refuses to open an escrow account or if MangoPay closes an escrow account for any reason whatsoever.
6.4 Corporate Services
Key Clients will enter into additional terms for those Corporate Services provided through the Site, and these terms may authorise them to pay the Freelancer Fee upon delivery of the Freelancer’s invoice from the following Validation without any advance payment, provided that they comply with the payments terms agreed in the Freelance Contract or and in any event no later than as it is required by law.
6.5 Escrow Agent: MangoPay
Users hereby authorises and instruct [MangoPay] to act as escrow agent in connection with the Escrow Accounts and the payment, holding, and receipt of funds for each Engagement and other specified purposes (the “Escrow”) in accordance with MangoPay terms and conditions (available here), the applicable Escrow instructions made by them to MangoPay and these User Terms.
If there is a conflict of interpretation of the payment system via Escrow Accounts as described in these User Terms and MangoPay terms and conditions (together with the applicable Escrow instructions), MangoPay terms and conditions (together with the applicable Escrow instructions shall prevail.
VII - Rating and recommendations
7.1 After each Project Work, Clients and Freelancers are encouraged to rate each other. A rating submitted by a Client may appear on the Freelancer's profile. A rating left by a Freelancer will be visible to other Freelancers when the Client contacts them.
Clients can edit ratings submitted by themselves at all times. Freelancers are not permitted to edit their ratings. Users agree that Malt provides this feedback system as a means through which Users can share their opinions publicly and Malt does not monitor or censor these opinions.
7.2 Freelancers also have the possibility to be recommended by other Users such as colleagues or ex-clients that they have worked with in the past.
The Freelancers can hide these recommendations on their profile. However, Freelancers must only publish genuine recommendations on their profiles.
7.3 Malt does not investigate any remarks posted by Users for accuracy or reliability but may do so if a User requests that Malt do so. Users may be held legally responsible for damages suffered by other Users or third parties as a result of your remarks if such remarks are legally actionable or defamatory. Malt is not legally responsible for any feedback or comments posted or made available on the Site by any Users or third parties, even if that information is defamatory or otherwise legally actionable. In order to protect the integrity of the feedback system and protect Users from abuse, Malt reserves the right (but is under no obligation) to remove posted feedback or information that, in Malt’s sole judgment, violates the User Terms or negatively affects Malt’s marketplace. Users acknowledge and agree that they will notify Malt of any error or inaccurate statement in any feedback results, and that if they do not do so, Malt may rely on the accuracy of such information.
VIII - Disputes
8.1 If there is a dispute arising as between Clients and Freelancers from the performance in whole or in part of an Engagement, as between Clients and Freelancers, Users agrees to abide by the dispute resolution provisions (if any) set forth in the particular Engagement that binds them (if any).
Generally, a User has the right to terminate an Engagement by providing any required notice set forth in that contract, or immediately on the end date specified in the Engagement itself and/or upon completion of the Freelancer Services, in the event of a material breach, or with the consent of the other party. Except as required by law, Clients remain obligated to pay the Freelancer Engagement Price(s) and disbursements for any Freelancer Services provided prior to termination of an Engagement. Clients do not have the right to recover any payments already released to Freelancers from the escrow account for the Engagement following their Validation.
8.2 Should the Project Work and/or Engagement be cancelled by mutual agreement, Malt will refund to the Client the total amount of the money advanced in escrow, within 45 days.
8.3 In the event of a disagreement between the Client and the Freelancer regarding the performance of an Engagement, it be for example in relation to the standard or quality of the Freelancer Service, the scope of that service, the means by which it was completed or the actual result or completion of the Project Work), then the Client or the Freelancer or both must inform Malt through Customer Services (Complaint), comply with Article 8.1 above and in this context and use their best endeavour to find a mutually acceptable solution within 45 days of the date when the Complaint was made to Malt (Period).
Malt may (but is not obliged to) intervene in an attempt to offer solutions to the Freelancer and the Client in dispute.
In the absence of an agreement between the Client and the Freelancer within that Period, Malt will repay to the Client the total amount advanced by the Client for the Project Work, after deduction of a flat-rate fee of 90 Euros (Dispute Charge) which covers amongst other things the expenses incurred by Malt from its payment service providers and the costs incurred by Malt of handling the Complaint.
Subject to the above, the Client and the Freelancer shall then personally seek to resolve their dispute outside the market place provided by Malt.
8.4 In addition to the recognition that Malt is not a party to any contract between Users, Users hereby release Malt, its Affiliates, and their respective officers, directors, agents, subsidiaries, joint ventures, and employees from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with any dispute a User may have with another User, whether it be at law or in equity. This release includes, for example and without limitation, any disputes regarding the performance, scope of work, functions, standard and / or quality of the Freelancer Services provided to Client by a Freelancer and requests for refunds based upon any such disputes.
IX - Undertakings
9.1 Users undertake to access and use the Site and the Site Features in accordance with the laws and regulation in force in their respective country of residence and these User Terms, including without limitation in Article II – Registration and Eligibility.
In this regard, Users acknowledge and agree that Malt is entitled to review any Content for the purpose of verifying compliance with these User Terms and any laws and regulations applicable to them and their use of the Site.
Equally, they also acknowledge and agree that Malt may intervene to moderate any published Content, if they do not comply with these User Terms and any laws and regulations applicable to them and their use of the Site.
9.2 Each of the Users undertakes to carry out all the declarations and formalities necessary for their respective activity, as well as to fulfil all their respective legal, social, administrative and tax obligations and all the specific obligations that apply to each of them under any relevant laws applicable to each of them including without limitation any foreign law that they depend of in the course of their respective business and the use of the Site Features.
If so requested, the User must immediately provide Malt with the required documents to demonstrate that he/she/it meets the conditions set out in the present article and these User Terms.
9.3 Users hereby confirm that they are alone responsible for their own compliance with these User Terms and formalities required from them to perform lawfully these User Terms with Malt in accordance with its terms. Malt shall not incur any liability whatsoever on their account or otherwise in relation to this.
9.4 Each of the Users agrees to make fair use of the Site and its Features, in particular not to bypass the Site and its Features. Similarly, Users must refrain from copying the Content from the Site for a similar or competitive use or for recruitment purposes.
9.5 Clients agree to submit serious, comprehensive and sufficiently detailed offers for Project Work to Freelancers that they contact via the Site in order to obtain a proposal. This means providing all relevant or necessary information regarding the description of the Project Work so that the description is as realistic as possible, and not misleading.
Clients must not use the Site or the Site Features to promote their own activity or that of a third party. In this respect, they must not send publicity to other Users of the Site.
9.6 A Client must not request cancellation of his/her provision payment to their bank whilst the Project Work is being undertaken.
Similarly, the Client acknowledges that the validation of the Project Work via the Site, constitutes (a) an acceptation and receipt of the Project Work and (b) an order made to Malt to irrevocably pay the Freelancer. As a result of the Validation, the Client declares that the Project Work is complete in accordance with the terms of the Engagement, and waives its right to make any claim, demand or seek any recourse whatsoever against Malt for instructing Mangopay to release the Freelancer Engagement Price(s) on behalf of the Client, less Malt Fee(s).
Unless there is a Dispute (as set out in Article 8. above, in the event that the Client does not validate the Project Work on its completion, despite the reminders sent by the Freelancer and/or Malt, the Client nevertheless authorises Malt to release the secured amounts and pay the Freelancer, one month after unanswered notification sent to its email address as set out from time to time in the Client’s User Account with Malt.
9.7 The Freelancer and the Client undertake to keep strictly confidential all communication and information exchanged or shared between them through the Site, including (without limitation) other information which the Freelancer would have had access to as a result of being put into relation with another Use. This article 9.7 applies to any information whether or not the information in question is or has become the subject matter of an Engagement for Project Work. Users are prohibited from sharing with anyone, whether in private or on social media, any exchange, information, communication or extract thereof made available through the Site (and any of its messaging services.)
9.8 The Freelancer confirms it is acting on its own behalf and not for the benefit of any other person. The Freelancer shall not subcontract or assign all or part of the Project Work to a third party. In case the Freelancer carries out its activity other than under a single member company, only the manager, president or shareholder of the company, natural person can invoice. It undertakes to create a profile on the Site, and to carry out the Project Work itself.
X – Limitation of Liability
Users', Clients' and Freelancers' liability
10.1 The User is solely liable for any direct or indirect damage he may incur as a result of inaccurate, incomplete and/or misleading information that he/she/it may provide at the time of registration or if he/she/it does not update this information in the event of a change. He/She/It alone shall bear the consequences and no other.
The User acknowledges and agrees that any communications referred to in these User Terms may be made through the email address given by the User as a contact email, when the User created a profile on the Site.
10.2 The User is solely liable for the entire Content he/she/it chooses to upload to the Site. The User acknowledges that Malt does not moderate Content before it goes live on the Site.
The user must refrain from publishing Content which is abusive, defamatory, denigrating, racist, xenophobic, contrary to good morals, infringing, against public order or the rights of third parties or that will damage the Company's rights, reputation or image and more generally which could infringe the law and/or regulations, including of criminal nature.
10.3 The Client is solely liable for the description of the Project Work for which he/she/it requests a price quote or proposal from the Freelancer. In the event of a mistake or omission in the description of the Project Work, the Client alone will bear the consequences such a mistake or omission and shall pay for any additional costs incurred by the Freelancer and agreed with the Freelancer by formalising/setting out such additional Project Work fee proposal through the Site.
10.4 The User is solely liable for the conclusion, performance and execution of the terms of an Engagement agreed with another User through the Site. Malt’s services are only to allow Users to connect with each other. The conclusion, performance and execution of Engagement between Clients and Freelancers take place at their initiative and under their exclusive responsibility and control.
10.5 The Freelancer acknowledges that the tools and technical means made available to him/her by the Company do not relieve him/her of his/her responsibility for his/her legal obligations. In particular, he/she acknowledges that he/she retains full responsibility for his/her legal and tax obligations, including any initial or rectified invoices issued in his/her name and on his/her behalf by the Company, in particular with regards to his/her obligation to declare earnings and pay VAT, in accordance with the Invoicing Mandate.
The Company's liability
10.6 The Company does its best to ensure access and proper functioning of the Site and Services 24h a day, 7 days a week. However, given the limitations of the Internet, the Company cannot guarantee that the access and functioning of the Site and Services won't be interrupted, particularly in a case of force majeure, of malfunction of a User's equipment or the Internet network, or in the case of modifications or improvements being made to the Site or Services.
As a consequence, the Company is not held responsible for the interruption of its Services, whether this is intentional or not, since it has been specified that it will do its very best to limit these interruptions.
10.7 The Company provides Freelancers and Clients with tools and technical means enabling them to contact each other in order to conclude a service contract through the Site. Its liability is restricted to the provision of these means, as described herein.
The Company is not held responsible for the frequency of presentation of the Freelancer profiles on its Site. The Company and User are independent parties, each acting in their own name and on their own behalf.
The Company does not conclude any contract in the name of or on behalf of a Freelancer or Project Manager, the latter contract directly with each other through the Site. As a consequence, the Company cannot be considered as an employee/employer.
As the Company is not a party in any way of the contracts between a Freelancer and a Client, the latter are solely responsible for any difficulties, claims and disputes which may arise during this completion of the relative Project Work. As a consequence, each User releases the Company from any responsibility for the direct or indirect consequences resulting from the introduction or the conclusion and/or the execution of a contract between a Freelancer and a Client.
As such, the Company cannot be held responsible for any cancellation of payment or revocation of payment authorization on the sole initiative of the Client, and the consequences that may result from this.
10.8 The Company shall use its reasonable endeavour to ensure the content and validity of the information and documents submitted by Freelancers on the Site if they are established in France, Spain, the Netherlands, Germany, Belgium and the UK. However, the Company cannot be held liable in any way for breaches of their obligations, particularly in the fight against undeclared work and compliance with the rules of transparency, nor for the resulting damage.
Thus, the Company cannot be held liable for false, misleading or outdated information provided by the Freelancer.
Similarly, the Company reserves the right not to transmit Client messages to Freelancers if they do not respect the Terms and Conditions of the Site.
Formal Invoices and Taxes
Freelancer will be solely responsible for the content of, and for determining whether it is required by applicable law to issue, any formal invoices for the Freelancer Fees and for issuing any invoices so required. Malt is only an agent and is acting at the direction and under the control of the Freelancer. Therefore, Malt will have no responsibility for determining the necessity of or for issuing any formal invoices, or for determining, remitting, or withholding any taxes applicable to the Freelancer Fees.
Freelancer will also be solely responsible for determining whether: (a) Freelancer or Malt is required by applicable law to remit to the appropriate authorities any value added tax or any other taxes or similar charges applicable to the Freelancer Fees and remitting any such taxes or charges to the appropriate authorities on behalf of itself or Malt, as appropriate; and (b) Malt is required by applicable law to withhold any amount of the Freelancer Fees and for notifying Malt of any such requirement and indemnifying Malt (either by Malt, at its sole discretion, offsetting the relevant amount against a future payment of Freelancer Fees to Freelancer or Freelancer reimbursing Malt for the applicable amount) for any requirement to pay any withholding amount to the appropriate authorities (including penalties and interest). In the event of an audit of Malt, Freelancer agrees to promptly cooperate with Malt and provide copies of Freelancer’s tax returns and other documents as may be reasonably requested for purposes of such audit, including but not limited to records showing Freelancer is engaging in an independent business as represented to Malt.
XI – Freelancer insurance
11.1 The Company has taken out a "civil liability service provider" insurance policy with AXA France IARD Mutuelle, in order to allow Freelancers to benefit from insurance coverage in relation to Project Work carried out via the Site, under the conditions provided by the insurance policy.
This insurance covers the Freelancer from the time when the fee quote or fee proposal of the Freelancers is accepted by the Client.
11.2 Details of the insurance cover (including nature, limits, deductibles, etc...) and of special conditions of that cover made available by AXA for Malt are available here. The full/general terms of that insurance cover are also available here.
The Freelancer hereby acknowledges and declares he/she/it has read and understood and has full knowledge of the general terms, schedule of conditions and any special conditions of the AXA insurance policy cover (as amended from time to time) made available to him through the Site under this Article, and that by accepting the User Terms, he also accepts their terms (as amended from time to time). It is recommended to Freelancer that they subscribe their own insurance policy to cover their business. Malt may require Freelancers to produce such insurance and agree to seek an increase in the insurance cover on certain Project Work as required by Client. Freelancer agrees to comply with this request.
Freelancer should particularly be aware of the requirement of the local jurisdiction in which they operate. This is without prejudice to the insurance terms of the AXA insurance policy cover subscribed by the Company which may not cover their region or may not cover the full spectrum that they may intend to see. This is relevant if you (as a client or a freelancer) operate from the United States of America or Canada (without limitation). Any damages claim arising from services performed from or received in those are not covered by the AXA insurance cover referred to above. Therefore, Malt may (but shall not be obliged to) require you to provide the relevant insurance cover but it fails to do so, it shall not be liable to such a failure to request that cover from you.
11.3 The Company shall not be held liable in the event that the AXA insurance cover does not cover a particular claim for damage or else.
The Freelancer acknowledges that he/she is free to subscribe to his/her own insurance policy (in addition to the AXA insurance cover), in order to extend the scope, level and/or geographical/temporal limits of the cover provided AXA pursuant to the insurance product subscribed by the Company (as explained in this Article), or to reduce the amount of the deductible.
XII – Personal data
The data processing modalities related to the use of www.malt.com online platform and to any other interaction with Malt are set out in the data protection policy available in the dedicated section of Malt’s website. This data protection policy also spells out the rights of access, rectification, deletion, portability and limitation which data subjects can exercise. Malt has designated a data protection officer, who can be contacted at the following email address: [email protected] and by mail to : DPO, Malt Community, 42 rue de Rochechouart - 75009 PARIS.
XIII – Cookies
For the proper functioning of the Site and Services, cookies are installed in your computer when you connect to the Site. Cookies are small text files that are stored in your browser or device by websites, applications, online media and advertisements.
The table below describes the different categories of cookies that our Services use and why we use them. The list of third-party cookie providers is provided for information purposes only and is not exhaustive.
The shelf life of cookies implanted by Malt ranges from two weeks (identification cookie) to 6 months (Analysis and search) and 24 months (For Google analytics).
For more information about cookies, including which cookies have been installed on your device and how to manage and delete them, you can visit www.allaboutcookies.org and www.youronlinechoices.eu.
XIV – Intellectual property
14.1 Of the Site
The Site and all its elements, including but not limited to texts, images, videos, photographs, trademarks, logos, corporate names and domain names are the exclusive property of Malt, its Affiliates or that of their respective partners.
These elements are protected by laws relating to intellectual property as well as others including copyright.
Any full or partial reproduction or representation of the Site or any of its elements without the consent of Malt is forbidden and constitutes an infringement sanctioned by law, including the French Code of Intellectual Property.
14.2 Of the Content
Any User who publishes Content on the Site retains full ownership for everything he/she/it publishes. By this publication a User also represents and warrant that (a) he/she/it, the Content does not violate third-party rights of any kind, including, without limitation, any intellectual property rights, copyright, rights of publicity, and privacy rights and that (b) he/she/it has the right, power, and authority to post that Content and grant the licenses specified below.
By creating a profile or leaving recommendations on profiles, Users expressly authorise Malt, To the extent permitted by applicable law, you also grant to Malt and our successors and Affiliates a royalty-free, sub-licensable, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, reproduce, distribute, host, modify, adapt, list information regarding, edit, translate, distribute, publicly perform, publicly display, and make derivative works of all such Content and your name, voice, and/or likeness as contained in your Content, in whole or in part, and in any form, media, or technology, whether now known or hereafter developed, for use in connection with the Site Social Media, blogs or any other medium (including physical and digital media, press releases, alerts, press kits, commercial or promotional materials), by all means, for improvement, promotion, marketing or advertising of the Freelance Services, the Site Features and the Site or for the purpose of setting up engagements. This authorisation is valid for the whole world and for the duration of the registration of the User.
The licenses to User Content granted by you in this Agreement will terminate within a commercially reasonable time after you remove or delete your User Content from the Site, except that you grant the Company and our successors and Affiliates the irrevocable and perpetual license to retain and use, but not publicly display or distribute, server or archival copies of all User Content that you have removed or deleted to the extent permitted by applicable law.
The User acknowledges that for any use of its Content by Malt or the persons to whom it has granted the licences referred to above in accordance with the User Terms, prior to his/her/its unsubscription, the deletion or termination of his/her account cannot be called into question.
XV - Hyperlinks
15.1 The User is authorised to create one or more hyperlinks directing for example to the homepage of the Site or to his/her/its profile page as a Freelancer. Users shall not create links to pages that do not comply with the legislation in force or that are likely to harm the interests, reputation and/or image of the Site and /or Malt. In any case, Malt reserves the right to terminate this authorisation at any time if it considers that the link established is likely to harm its interests, its reputation and/or its image.
15.2 The Site may contain links to partner sites of the Company or third party sites. The Company has no control over these sites and therefore takes no responsibility for the availability of these sites, their content and the products and/or services available on or from these sites.
15.3 Therefore the Site may contain links to third party sites or applications whether under article 15.1 or 15.2 or otherwise (such as Mangopay site etc…). Such third-party websites are owned and operated by the third parties and/or their licensors. Your access and use of third-party websites, including online communication services, such as chat, email, and calls will be governed by the terms and policies of the applicable third-party websites. You acknowledge and agree that Malt is not responsible or liable for: (a) the availability or accuracy of third-party websites; or (b) the content, advertising, or products on or available from third-party websites.
You agree that such link to third party site do not imply any cooperation and/or partnership between the Site and any of third party sites or applications and that Malt has no control over the sites of third parties and therefore does not take any responsibility for the content and products and/or services available on or from these third party sites.
You are responsible for deciding if you want to access third-party websites by clicking on a link or installing an application. The inclusion of any link or application on the Site does not imply that Malt endorses the linked site or application. You use the links and third-party websites and / or applications at your own risk and agree that your use of an application or third-party website via the Site is on an “as is” and “as available” basis without any warranty for any purpose.
Malt shall not be held liable for any direct or indirect damage that may arise in connection with the User's access to the partner's and/or third party's websites and the use of any content products and/or services of this site by the User.
XVI – Duration, suspension, termination and consequences
These User Terms as amended from time to time, will become effective on the later of the Effective Date or a User’s first visit to the Site and will remain in effect for the duration of your use of the Site or the Site Features.
Unless otherwise expressly agreed in writing and as otherwise set out in these User Terms, either Malt or any of the Users may terminate these User Terms, in their respective sole discretion, at any time, without explanation, upon written notice to the other, and this notice will result in the termination of the other services provided though the Site as well as the Invoice Mandate. To provide a written notice for this purpose, please write to [email protected]
By way of a reminder, should a User fail to comply with these User Terms, in particular by not providing the required information for the correct/compliant use of the Site and its Features, and/or commit any breach of the laws and regulations in force, which is not remedied within five days commencing on the date when Malt notified the User of the said breach, Malt may suspend or terminate the User's Account, as well as refuse any future access to all or part of the Services without prejudice to any damage and potential interest that the Company may be entitled to claim.
Except as otherwise required by applicable law, we will notify you if we close your Account, unless we believe, in our sole judgment, that giving notice may cause damage. You also acknowledge that we also reserve the right to notify others that your account has been closed or suspended and to explain the reason for the suspension or closure.
Consequences of the Termination
In the event that these User Terms are terminated for any reason whatsoever (including without limitation on the issue of a legal notice above), then the User’s access to the Site will be revoked and his/her/its Account closed immediately. Clients and Freelancers with an open Engagement will remain bound by the terms of the Engagement and will need to make separate arrangement regarding payment for the work. From the date and time of the written notice, Malt will not be responsible to continue to perform the Site Features, including without limitation the Invoicing Mandate and will return the monies to the Client as soon as reasonably practicable.
Without limiting any other provisions of these User Terms, the termination of this Agreement for any reason will not release a Freelancer from its obligation to pay the Malt Fee(s). Those portions of the User Terms necessary to implement the foregoing survive termination of the User Terms.
By way of reminder, if a User’s Account is closed for any reason, this means that a User will no longer have access to Content, data, messages, files, and other material kept on the Site. If practicable or required by law, Malt will retain this information exchanged with Clients (posts, proposals, invoices...) for an unlimited period of time from the date of closure. However, Users understand that the closure of an Account may involve deletion of any content stored it and we shall have no liability for such deletion whatsoever and at any time.
XVII – Customer Services
Please contact Customer Services for any questions regarding the Site and the Site Features, by using the "contact" button on the Site or by sending an email to [email protected].
XVIII – Nullity – Waiver
If any provision or part-provision of these User Terms is or becomes or is declared invalid, illegal, null and void or unenforceable by a change of legislation, by regulation or by a court decision, these User Terms shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this Article shall not affect the validity and enforceability of the rest of the User Terms.
The failure of Malt to exercise its rights under these User Terms and the Invoicing Mandate does not constitute a waiver of rights. Generally, a waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent breach or default. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not:
- waive that or any other right or remedy.
- prevent or restrict the further exercise of that or any other right or remedy.
XIX – Revision of User Terms
Malt may, in its sole discretion, amend the User Terms and other terms of service provided by Malt at any time by posting a revised version on the Site and will provide reasonable advance notice of any amendment that includes a substantial change which is change to the terms that reduces the User’s rights or increases its responsibilities (“Substantial Change”) If the Substantial Change includes an increase to the compensation amount charged by Malt (“Malt Fee(s)”) for the Site Features, Malt will provide at least 30 days’ advance notice of the change, but may not provide any advance notice for changes resulting in a reduction in that Malt Fee(s) or any temporary or promotional Malt Fee(s) change. Any revisions to the User Terms and other terms of service will take effect on the noted effective date or when posted on the Site if there is no noted effective date (each, as applicable, the “Effective Date”).
Users’ continued use of the Site or the Site Features after the Effective Date of a revised version of these User Terms and/or any other terms of service provided by Malt (including without limitation the Invoicing Mandate”) constitutes Users’ acceptance of and agreement to be bound by the same as revised. In the event of a conflict between this Agreement and other terms of services provided by Malt, these User Terms will prevail, unless the other arrangements explicitly state otherwise.
Users understand that by using the site or site features after the effective date, users agree to be bound by the user terms. If users do not accept the user terms in their entirety, users must not access or use the site or the site features after the effective date. If users agree to the user terms on behalf of an entity, or in connection with providing or receiving services on behalf of an entity or agency, users represent and warrant that users have the authority to bind that entity or agency to the user terms. In that event, “users”, “you” and “your” will refer and apply to that entity or agency and you also will be a user like any other users of the site.
XX – Language and location
The English language version of the User Terms will be controlling in all respects and will prevail in case of any inconsistencies with other language versions, if any when the User has selected that language as a submission for its Project Work.
The Site is controlled and operated from our facilities in France.
Malt makes no representations that the Site and / or its Features are appropriate or available for use in other locations, except where Malt operates localized sites (France, Germany, Spain). Those who access or use the Site from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable foreign state, and local laws and regulations, including, but not limited to, export and import regulations and the sanctions programs maintained by the relevant foreign states. You must not directly or indirectly sell, export, re-export, transfer, divert, or otherwise dispose of any software or service to any end user without obtaining any and all required authorisations from the appropriate government authorities.
Unless otherwise explicitly stated, all materials found on the Site are solely directed to individuals, companies, or other entities located in France and other EU countries.
XXI - No partnership and no agency
Nothing in these User Terms are intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, nor, save for the invoicing mandate, constitute any party the agent of another party, nor authorise any party to make or enter into any commitments for or on behalf of any other party.
Each party confirms it is acting on its own behalf and not for the benefit of any other person.
XXII – Applicable law and jurisdiction
These User Terms, their subject matter and their formation (and any non-contractual disputes or claims) are governed by French law. Malt and each of the Users irrevocably agree that the jurisdictions of the Paris’ Court of Appeal in France shall have exclusive jurisdiction to settle dispute or claim arising out of or in connection with the formation of a contract pursuant to them (and any non-contractual disputes or claims) or their subject matter, interpretation, and/or performance or execution.
Effective Date: october 2017