FREEFLEXER TERMS AND CONDITIONS
Welcome to Temper! It's great that you want to get started as a FreeFlexer. A FreeFlexer is an independent self-employed contractor and can decide for themselves how, where, when, for whom and at what rate they work.
Below are the conditions that always apply between Temper and you as a FreeFlexer for using the Temper platform. So please read them carefully! When using the Temper platform, you agree to these terms and conditions.
These terms and conditions may change from time to time. We will inform you of any changes and ask you to agree to them. The applicable terms and conditions can be found on the Temper Platform at all times.
1. Who is Temper?
Temper is UK Temper Ltd, with its registered office at Floor 2, Suite 3 The Outset, Sankey Street, Warrington, Cheshire, United Kingdom, WA1 1NN. Temper is registered with Companies House under number 14215913.
We are a tech company that provides freelance flexworkers (FreeFlexers) and clients with an online platform, supported by advanced tools, where they can connect to arrange for the performance of shift-based assignments.
2. How does Temper work?
If connected clients are in need of services, they can place a 'shift' on the Temper platform. FreeFlexers can respond to the shift, and then agree with the client on the terms and conditions under which you, as a FreeFlexer, cooperate with the client.
If the client and the FreeFlexer have reached an agreement, they will enter into a contract with each other. The platform offers a template for this, which is automatically filled in based on the agreements you make with the client. Super convenient! It is important to know that Temper is not a party to that agreement, and only facilitates contact between you and the client. Therefore, you and the client can also choose to differ from our template (see Article 9 of these conditions).
3. What is Temper's role?
Temper ensures that FreeFlexers and clients can find each other, and facilitates the realisation of the assignment through the use of the platform. That is all. This means that Temper – among other things – does not manage you or give instructions to you as a FreeFlexer, does not monitor and evaluate your implementation of the assignment, does not pay a fee, and does not in any way determine how, when and by whom the work is performed. These are all matters that you yourself agree with the client. This also means that we have no objection whatsoever to you carrying out similar work via – or even for – other platforms that could possibly be seen as competitors of Temper.
4. What is the role of the FreeFlexer?
As a FreeFlexer, you are an independent self-employed entrepreneur and contractor. Therefore, you are responsible for arranging assignments and for making agreements with clients. Temper does, of course, help you with this.
It is your responsibility to be a real entrepreneur. This means, among other things, that you have several clients (and therefore variable income), that you determine yourself how you or your replacement carry out the work, and that you comply with all rules applicable to entrepreneurs. Of course, this also means that you have an absolute right not to respond to any shift and therefore do not have to do any work by using the Platform.
Being an entrepreneur also means running risks. For example, you are liable for any damage you cause. Also, if you are unable to work for any reason, you will have no income. Fortunately, you are insured for many of these things through our partner Alicia Benefits. In case a client fails to pay or does not pay on time, this will be at your expense, including the costs involved. In addition, you have to make sure you save for your retirement, for example, and keep money aside to pay income tax and to check whether you are obliged to pay VAT (and then do so).
Although Temper can help you with all these matters and provide you with information, these matters fall under your own responsibility.
5. What is the meaning of certain terms?
In these terms and conditions, the terms listed below have the meanings given to them.
‘You' or 'FreeFlexer’ the independent entrepreneur and/or contractor who, using the Platform, concludes an Assignment with the Client for the performance of a Shift.
'Shift’ the work posted by the Client on Temper for which the Client is seeking one or more contractors to perform.
'Assignment’ the assignment agreement that is established between the FreeFlexer (as the assignee) and the Client for the performance of the Shift.
'Client’ the client of the FreeFlexer.
'Assignment Claims’ the claims of the FreeFlexer against the Client for payment of fees for the Shift performed by the FreeFlexer.
'Platform’ the digital platform maintained and operated by Temper IP B.V. that connects Clients and FreeFlexers.
‘Profile’ the personal page of the FreeFlexer on the Platform.
These terms can be used in the singular and plural without affecting their meaning. If a reference to gender is included, this includes any gender identity.
6. What does Temper do?
6.1 Temper:
maintains the Platform; grants the FreeFlexer the right to use the Platform and to create a Profile on it; enables the FreeFlexer to respond to Shifts by using the Platform and as a result to come into contact with potential or actual Clients; provides the Client and FreeFlexer with a template for the Assignment (which may be used at the Client's own discretion); puts the FreeFlexer – if so desired by the Freeflexer or Client – in contact with a party who helps with the financial settlement of the Assignment Claims; collects, if requested by the Client, on behalf of the Client the No-Show fee if this is part of the agreements between the FreeFlexer and the Client (this collection may be carried out by Temper’s group company, Temper B.V., with its registered office in the Netherlands at John M. Keynesplein 12 (1066 EP) Amsterdam and registered at the Dutch Chamber of Commerce under number 63682281).
7. Your Profile
7.1 Your profile is your calling card as a FreeFlexer. We have collected tips on this page to help you make your Profile as attractive as possible.
7.2 The FreeFlexer is solely responsible for what is written on their Profile. The information in your Profile must be correct, complete, truthful, and not in violation of any laws or regulations. The information may never be misleading, insulting, discriminatory or otherwise unlawful or unnecessarily offensive.
7.3 Temper is in no way liable for the content of your Profile.
7.4 Temper always assumes that the person communicating through the Platform is the legal representative of the FreeFlexer.
8. You as a FreeFlexer
8.1 FreeFlexers guarantee that they are independent contractors and comply with all applicable laws and regulations, such as that they always meet the independence criteria for entrepreneurs and are entitled to provide services in the United Kingdom as independent self-employed contractors.
8.2 Temper does assist FreeFlexers with the following aspects of their business:
as an independent contractor, you must have multiple Clients. Temper helps the FreeFlexer to monitor this, by registering the hours worked for each Client; example contract for services. You can find more information about this in Article 10.1 of these terms and conditions; we will be happy to help you with any questions you may have about your business.
8.3 Although we help you where possible, you yourself are fully responsible for all legal and tax aspects of your business, such as reporting your turnover and reporting and paying VAT on time.
9. The Assignment
9.1 If the FreeFlexer is going to perform a Shift by using the Platform, Temper provides a template for the assignment (the Assignment Agreement). This contains a first draft of the terms that may apply between you as a FreeFlexer and the Client. As a self-employed contractor, the FreeFlexer is free to change and/or supplement these terms together with the Client.
Although you, together with the Client, can determine which terms and conditions apply, it is recommended that at least the 'characteristic provisions' of Temper’s template Assignment Agreement be included in the assignment terms to safeguard the self-employed character of the FreeFlexer. In addition, it is essential that you and the Client actually work in accordance with the agreements as set out in the Assignment.
9.2 After having completed a Shift, you will of course want to be paid for the services you have provided. You can use the Platform to send your own invoices. Then you choose to wait for the Client to pay or sell your claim (for a small fee) to a factoring company. The factoring company then pays you immediately and takes over the debtor risk from you.
Note that Temper is not a party to the agreement you enter into with such a factoring company (just as Temper is not a party to your agreement with a Client), and therefore it is your own responsibility whether or not you involve a factoring company. Temper does provide the necessary data to enable the collection of invoices and purchase of claims.
9.3 The Platform offers the Client and the FreeFlexer the opportunity to rate each other. These ratings are listed on the Profile of the Client and the FreeFlexer. Temper is not involved in that rating and is not responsible for it.
10. Hours
10.1 The Platform facilitates registration of the hours worked by the FreeFlexer in the context of the Assignment. The FreeFlexer is responsible for the timely, complete and correct entry of these hours within seven (7) days after a Shift is completed. The Client is then given a period of seven (7) days after entering these hours to validate them or make a counter-proposal. A response period of seven (7) days also applies to any subsequent proposal or counter-proposal from both the Client and the FreeFlexer.
10.2 The hours recorded by the FreeFlexer are fixed (i) after validation of the hours by the Client (or the FreeFlexer in the case of a counter-proposal) or (ii) after the period of seven days has expired without the Client (or the FreeFlexer in the case of a counter-proposal) having validated the recorded hours and not having refuted them.
11. Guarantees and liability
11.1 Temper operates the Platform and ensures its proper functioning. However, all information on the Platform regarding Clients, Shifts, FreeFlexer, Assignments, etc., originates from the FreeFlexer, the Clients or other third parties. These parties are responsible for the accuracy and completeness of the information, not Temper. As a result, Temper is not liable for inaccurate or incomplete information.
11.2 Nothing in the Platform or the services/support provided by Temper can be construed as an implicit or explicit guarantee, advice, promise, judgement of suitability or otherwise. Temper accepts no liability for damage suffered as a result of inaccurate or incomplete information or the use of documents/information provided by Temper.
11.3 Temper facilitates contact between the FreeFlexer and a potential or actual Client, and is therefore not responsible for the acts or omissions of a FreeFlexer, a Client, or other third parties that Temper brings into contact with the Client or the FreeFlexer. Temper accepts no liability for damage suffered as a result of acts or omissions of one or more of these parties.
11.4 To the extent permitted by law, Temper accepts no liability for any damage suffered by the FreeFlexer regardless of the type of damage (such as direct or indirect). This does not limit any liability which cannot legally be excluded or limited, including but not limited to liability for death or personal injury caused by negligence and fraud or fraudulent misrepresentation.
11.5 The FreeFlexer indemnifies Temper and shall keep Temper indemnified against all and any liability, loss, damage, costs and expenses of whatsoever nature arising from, and in connection with, claims by third parties, for whatever reason, as a result of acts or omissions of the FreeFlexer.
12. Use of the Platform
12.1 The FreeFlexer can make use of the Platform from the moment the Profile is registered.
12.2 As FreeFlexer, you can assign all your existing and future receivables to the factoring company Finqle UK Limited, registered at the Companies House with number 14269100, whose registered office is at DAC Beachcroft LLP, Portwall Place, Portwall Lane, Bristol, United Kingdom, United Kingdom, BS1 9HS ("Finqle"). When you assign your receivable to Finqle, you hereby instruct Temper to – as your agent – enter into a receivables purchase agreement with Finqle (offered to you by Finqle on our platform and attached to this user agreement as Annex 1) on your behalf in which Finqle’s terms and conditions are laid down by which you sell and assign all your receivables to Finqle through the Platform and shall be paid by Finqle after the standard payment term of the Client or – if possible and subject to a small discount – within two business days after the checkout (you will be able to choose this option on the Platform).
12.3 The FreeFlexer and Temper both have the right to terminate the use of the Platform without notice, without such termination leading to any obligation to pay compensation for damage. Termination of the use of the Platform takes place through the removal of the Profile.
12.4 Temper can refuse or suspend the registration – and thus the use of the Platform – of a candidate or registered FreeFlexer, if there are good reasons to do so, for example, in the case of improper use of the Platform (such as – but not limited to – fraud).
12.5 Termination of the use of the Platform means that the FreeFlexer cannot acquire new Assignments via the Platform. However, a termination has no consequences for current Assignments. All agreements continue to apply to these Assignments until the time of termination.
12.6 The Platform may only be used for the purpose for which access is granted, including communication with the potential or actual Client in the context of Assignments. The use of the Platform is limited to the FreeFlexer and they may only use the Platform for their own business purposes and may not grant access to third parties in any way.
12.7 When using the Platform, the FreeFlexer must comply with the applicable laws and regulations, these terms and conditions and the procedures and instructions stated on the Platform.
12.8 The Platform is designed for use by natural persons. It is not permitted to have the Platform accessed or used by automated systems, or to establish a link between the Platform and an automated system without Temper’s advance written consent.
12.9 The login details for access to and use of the Platform are personal and must be treated with strict confidentiality. The FreeFlexer is responsible for any use and misuse that is made of these login details.
12.10 Temper makes every effort to ensure maximum availability and quality of the Platform. However, Temper cannot guarantee continuous, fault-free availability and correct operation.
12.11 Temper may temporarily suspend the availability of the Platform if necessary due to changes or preventive and/or corrective maintenance. The inconvenience for the FreeFlexer will in that case be kept to a minimum.
12.12 Although the information included in the Platform has been carefully compiled, Temper does not guarantee its accuracy or completeness, as Temper is dependent on third parties, processes and technology for this.
13. Applicable law and court with jurisdiction
13.1 All legal relationships between Temper and the FreeFlexer are exclusively governed by the law of the Netherlands.
13.2 All disputes related to – or arising from – these terms and conditions and/or any other legal relationship between Temper and the FreeFlexer, are submitted exclusively to the competent Dutch Court.