Agent Agreement Use of our Platform

This document lays out the Terms and conditions (“Agreement” or “Terms“) under which we provide to each Agent (“you” or “your(s)“) our access to our website and mobile application (“Platform“), as well as our terms to proceed to your verification and registration in the Annex 1 of this Agreement (“Registration and Verification Terms”).

The company that is offering the Platform is KluKlu B.V. (“we“, “us“, “our” or “Kliklu“), a Dutch limited liability company, with its registered address: Gravin Juliana van Stolberglaan 31, UNIT-D4557, 2263 AB Leidschendam, THE NETHERLANDS and business registration number: 77812506.

Please read these Terms carefully before you use our Platform and start to receive, ordering, purchasing, and delivering items to customers through our website or mobile application. By picking up orders and delivering them with the help of our Platform, you understand and agree to be bound by these Terms. The use of the website and mobile application is also subject to the Privacy Policy.

We may amend these Terms from time to time. We will provide you with advance notice of the modifications via email to the email associated to your account and by posting a written notice on our Platform, and you hereby agree that this shall constitute adequate notice in this regard.

All amended terms automatically take effect on the sooner of the day you use the Platform, or 30 calendar days after they are initially posted. Your use of the Platform following the effective date of any modifications to these Terms will constitute your acceptance of the Agreement, as modified.”

The only legal relationship between Kliklu and you is the use of our Platform. These Terms make clear that regarding the whole ordering and delivery process, you enter into a legal agreement with the person who orders items and requests delivery of their order (“Customer or “Buyer“). We only provide you with the use of the Platform and accommodate the processing of delivery fees. By agreeing to pick up and delivering an order, you will have a binding contract with the Customer. Kliklu will never act on its account other than giving access to the Platform.

1. LEGAL RELATIONSHIP

1.1. Agent: An Agent is a legally commercially registered freelancer who is willing to register himself on our Platform as a freelancer to receive requests from our customers to Pick up and deliver items within boundaries of time and location. The Agent instructs Kliklu to act for him/her as an intermediary in the conclusion of contracts between the Agent and the Customer, and enter such contracts in the name, and for the account of the Agent alone. The Agent binds himself/herself under the following conditions and provisions.

1.2. No employee: The Agent is not as an employee of Kliklu. In addition, the Agent is providing the services under these Terms only in his/her own discretion and under his/her own supervision. Nothing shall constitute an employer/employee relationship between Kliklu and the Agent or placing the parties in a partnership of any kind.

1.3. No exclusivity: The services of the Agent to Kliklu under these are not to be deemed exclusive, and the Agent shall be free to render similar services to other companies and other clients and to engage in other activities, so long as its services are not impaired thereby.

1.4. No employee benefits: The Agent will never be eligible for any employee benefits from us, bonuses, or any other employee commissions, except for services as an independent contractor as outlined in these Terms. The Agent will solely have an obligation to pay all taxes connected with any compensation he/she receives from Customer, including income tax and the applicable VAT. The Agent agrees and understands that we do not have or provide him/her with insurance, medical treatments, liability insurance, or any social security or social insurances according to the applicable regime in your country.

1.5. Restrictions: These terms shall commence on the date of acceptance of these terms and shall continue for a period of 1 year unless terminated in accordance with the clause 10. These terms are automatically renewed every year on the anniversary date.

1.6. No Off-Platforming: The Agent agrees and acknowledges it shall not enter in any transaction with Customers outside of our Platform. In the event, a transaction outside of our Platform has been completed, or when there is a reasonable suspicion of such activities, we reserve the right to terminate these Terms with immediate effect and we shall permanently restrict your access to our Platform.

2. PAYMENTS

2.1. Payments and Commission: The Agent authorizes Kliklu to hold payments in the form of delivery fees made by Customers, and from those delivery fees, we will charge Agent a 20% commission fee. We are solely a payment processor intermediary with regards to the delivery fees from Customer to Agent.

2.2. Commission: Kliklu is entitled to a commission of 20% of the net delivery fee, excluding any applicable Value Added Tax.

2.3. Taxes: The Agent is considered a sole proprietor for the Tax Authorities. In that capacity, the Agent is solely responsible for paying due taxes, such as VAT, income taxes, and any other tax that may apply.

2.4. Statement: We shall provide the Agent after each month a written statement of the commission due for the past month, stating the information upon which the calculation is based, and including all relevant information.

2.5. Pay-Outs: At the end of each month, we shall pay the Agent the commission amount due, as evidenced by the invoices referred to in the preceding Article 2.4 of this Agreement, and we will charge a 20% commission fee.

2.6. Reimbursements: If an invoice should be not paid by a Customer, either through default or on account of returns or for any other reason, the commission unduly received by the Agent shall be refunded or deducted from future payments.

3. TERRITORY

3.1. Territory: The Agent has the option to offer his/her services in a geographical area suggested by us. The Agent can work in that area as an Agent for the Customer. Within the geographical area, the Agent chooses where to offer his/her services. We cannot guarantee that you will be assigned a delivery when you are in a specific territory.

3.2. Other Agents: Any other Agent could work in the same territory as where you are available for work, and we may utilize different assignment strategies to pick an Agent after we have received an order on our Platform.

4. ORDERS AND PURCHASES

4.1. Items: The Agent will purchase the Items ordered by the Buyers on their behalf at the prices fixed by the seller of those Items. Each order is subject to direct delivery to the Buyer after the order is confirmed on our Platform. Our Platform is providing a space for Agents and Buyers to meet and we are not involved in the purchase itself. We are not liable in this regard. We as Kliklu are not an e-commerce platform and our responsibility end when the match making between the agent and customer takes place.

4.2. Rejecting an order: The Agent should immediately refuse an order solicited by a Customer if he/her cannot perform the order.

4.3. Best efforts: If the Agent accepts an order, it shall perform its best efforts to deliver the solicited Items on time, and in an orderly fashion.

4.4. Expenses: The Agent will always perform the purchase and delivery after he/she is instructed by the Customer and will purchase or collect the requested Items on behalf of the Customer. The purchase price is directly paid by the Customer to the Agent who will charge the same amount as the item was purchased for and shall always provide a receipt. As the purchase process is independent from our Platform, we make this information available to the Customer and we are in any way neither liable nor accountable for any responsibilities, accountabilities or liabilities related to the process of the Agent purchasing items on behalf of the customer.

4.5. Exclusivity: The Agent must refrain from concluding agreements directly with the Customer, or those of a different nature after the order has been completed.

4.6. Hazardous materials: The Agent will not be allowed to accept orders containing hazardous materials, such as materials, including but not limited to flammables, explosives, fireworks, petroleum products, and any hazardous or toxic material or substances. In the event a buyer orders hazardous material, you must report that to us without delay.

5. MISCELLANEOUS

5.1. Training: The Agent can attend information sessions and training announced and organized by Kliklu. In addition, we may provide any information and material which may be useful to support the Agent’s activities.

5.2. Reviews: You agree that we have a review system, and we may collect complaints from Buyers. The Agent undertakes to resolve such complaints without any delay until the Buyer is satisfied with the completion of the order.

5.3. Transport: The Agent chooses his/her method of transportation, if it can fulfill the orders in a reasonable period calculated and displayed on our Platform. Agent acknowledges and agrees that he/she shall bear all expenses in relation to transportation. In addition, the Agent represents and warrants he/she can legally drive and has all necessary (driver’s) licenses.

5.4. Information Duty: On our request, Agent must provide all data about what items he has delivered to Customer in a written statement. In addition, we can inspect his books and documents relating to or connected with Agent’s business dealings in relation to our Platform.

6. CONFIDENTIAL INFORMATION

6.1. Definition: Confidential Information means all information, whether technical or commercial (including all specifications, drawings, and designs, disclosed in writing, on disc, orally or by inspection of documents or during discussions between the parties), where the information is:

  1. identified as confidential at the time of disclosure.

  2. ought reasonably to be considered confidential given the nature of the information or the circumstances of disclosure.

6.2. Protection against disclosure: Each party shall protect the Confidential Information of the other party against unauthorized disclosure by using the same degree of care as it takes to preserve and safeguard its own Confidential Information of a similar nature, being at least a reasonable degree of care.

6.3. Disclosure: Confidential Information may be disclosed by the receiving party to its employees, affiliates, and professional advisers, provided that the recipient is bound in writing to maintain the confidentiality of the Confidential Information received.

6.4. Exceptions: The obligations set out in this clause 10 shall not apply to Confidential Information that the receiving party can demonstrate:

  1. is or has become officially known other than through breach of this clause 10.

  2. was in the possession of the receiving party prior to disclosure by the other party.

  3. was received by the receiving party from an independent third party who has full right of disclosure.

  4. was required to be disclosed by a governmental authority, provided that the party subject to such requirement to disclose gives the other party prompt written notice of the requirement.

7. NO PARTNERSHIP

Nothing in these terms is intended to, or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize 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.

8. ASSIGNMENT

Kliklu may assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any of its rights or obligations under these Terms, in whole or in part, without your prior written consent. You may not assign or transfer your rights or obligations under this Agreement without our prior written consent.

9. DISCLAIMER AND INDEMNIFICATION

9.1. Waiver of liability: We will never be liable to you, whether in tort, contract or negligence, breach of any (statutory) duty, or otherwise in relation to your use of the Platform. Our services are provided “as is”, and we are never liable for any direct, indirect, consequential damages, loss of profits, sales or business opportunities, loss or corruption of data or software. Our total liability to you regarding any other losses in relation to our Platform, whether in tort, contract or negligence, breach of any (statutory) duty shall never exceed the amount of our payment to you in the preceding month after such claim has been filed.

9.2. Transport Disclaimer: You represent and warrant that you are fit and have all required governmental licenses for your means of transportation while using our Platform. In case you are driving a vehicle for which a driver’s license is required, you must send us a copy on our request. In any event, you are always liable and responsible and shall indemnify us for any accidents, losses, fines, or third-party claims that may arise because of using your preferred means of transportation while using our Platform.

9.3. Indemnification: You agree to indemnify us and hold us harmless against any losses, claims and damages incurred by us or made against you or Kliklu company in connection with this Agreement. In addition, we assume no responsibility or liability, to the fullest extent permitted by law.

10. TERMINATION

10.1. Termination: Both the Agent and Kliklu are entitled to cancel this contract with immediate effect.

10.2. Post-termination duties: At the end of this commercial agency contract, the Agent is obliged to make available without delay to the principal everything that he/she has received from us relating to or in connection with this Agreement.

11. APPLICABLE LAW

Dutch law applies to this Agreement, and the Dutch court in Rotterdam, the Netherlands is competent to hear any claim that may arise out of this Agreement.

Agent Registration and Verification Terms

Last Update: June 2020

1. Introduction

These Agent Registration and Verification Terms (“Terms” or “Agreement”) outline the terms and conditions under which Kliklu will use all necessary diligence when we accept and identify a new Agent (“you”, “your” or “yours”). This Agreement is an annex of the Agent Agreement. You acknowledge you have read and accept both agreements.

The company that is offering the services on the platform is Kliklu.nl B.V. (“we”, “us”, “our” or “Kliklu”), a Dutch limited liability company, with its registered address at Gravin Juliana van Stolberglaan 31, 2263 AB Leidschendam, THE NETHERLANDS, and business registration number: 77812506.

Please read these Terms carefully before you register for our services. These Terms describe the registration and verification process and the methods we use to verify your identity. The only legal relationship between Kliklu and you is your use of our services on our platform. These Terms cover the identification and verification process necessary to become a Kliklu Agent.

2. Account Registration and Verification

2.1. Before getting verified for becoming an Agent, you must complete your registration by setting up an account with us by filling up and submitting the registration form in our app or website.

2.2. Account: You may only register one account with Kliklu, which is strictly personal and non-transferrable. It is forbidden to hold multiple Agent accounts.

2.3. You represent that all personal information you provide is 100% accurate and up to date. You are solely responsible for verifying all data you submit to us is correct, complete, and truthful. Each Agent agrees to keep his/her information up to date by editing his/her account.

2.4. Each application submitted to us will be reviewed based on all the information and documents that you have provided us. We may ask for more details during the review process. As part of the review process, we will send your information to our KYC providers. We will carry on with your application once we receive results of the KYC verification. While waiting for the results, your application will be on hold.

2.5. We will, in our sole discretion, approve or decline your Agent’s application to our platform, without disclosing the reasons under which such rejection has taken place. We will communicate such a decision only via email to you.

2.6. Kliklu may, at its sole discretion, restrict or ban your access to our platform without giving any explanation or reason. Once you have been banned, you cannot apply again to our platform.

2.7. Once you have sent your application to Kliklu, your account, and all information you have provided us will be subject to verification. This includes the verification of official documents such as government photo ID, your current residency and more. We may also verify your account from time to time after your application has been approved by us.

2.8. You understand and agree that Kliklu is authorized to make any inquiries to verify your identity and your location in order to confirm your identity. We may do so directly or through contracting third-party service providers. After receiving a request for additional information, you must directly provide us with all information and supporting documents. We may temporarily restrict your account until the (re-)verification process has been completed.

3. Know-Your-Customer (“KYC”) Process 

3.1. By registering for our platform, we will always request specific information and documents in order to confirm your identity. Even though the verification process mentioned above is performed once, we may ask you for additional details in the future to re-confirm your identity.

3.2. The purpose of identifying and verifying your identity as an Agent is to prevent Kliklu BV from being used for fraud, identity theft, money laundering, and any other illegal or unlawful activity.

3.3. The purpose of our KYC process is to verify your identity because it is not always visible where illicit sources of income are coming from. We are following international and European KYC standards, verifying if funds or other material advantages are illegally gained as a result of illegal activities (i.e. money-laundering, terrorism, child pornography, drug dealing, human trafficking, corruption and illegal arms trade).

3.4. All documents you provide must be authentic, accurate, and contain correct information. Each Agent must provide when requested the following:

  • government ID or passport.

  • full name.

  • address.

  • date and place of birth.

  • phone number.

  • bank account information.

  • insurance information.

  • VAT number.

  • Business registration number.

  • Any other document, such as utility and/or telephone bills.

3.5. In case you provide false information or documents to Kliklu, such as fake ID’s or contact details, such conduct will be treated as law-breaking, and as a result, we shall immediately report it to the authorities.

4. Platform Use

4.1. For the purpose of clarification, you acknowledge and agree that nothing in these Terms obliges you to enter into this Agreement with Kliklu. Nothing constitutes a labor relationship between Kliklu and you.

4.2. You are free to choose any devices, transportation methods and materials you deem necessary to fulfill an order on the Kliklu platform and you are solely responsible for the use of them.

4.3. During the term of this Agreement, you must refrain from any conduct or behavior that could bring discredit to Kliklu BV, its brand and reputation.

4.4. You agree that the quality of the services you provide in connection with Kliklu shall be of the highest quality and consistent with the nature and quality of the service customers can expect from us. In case the quality of the services you offer to customers falls below such quality standards, we reserve the right to terminate this Agreement, the Agent agreement and any other agreement with you with immediate effect.

4.5. After the abovementioned termination, your permission to work with Kliklu is permanently suspended. You will be liable for any damages that may result from your non-compliance with this clause 4.

4.6. This Agreement shall commence from the date of activation of your account on our platform. Both the Agent and Kliklu may terminate this Agreement at any time for any reason by giving a written notice per email support@Kliklu.eu.

5. Insurance

5.1. During the term of this agreement the Agent shall maintain in force, with a reputable insurance company, professional indemnity insurance and shall, on Kliklu’s request, produce both the insurance certificate giving details of cover and the receipt for the current year’s premium.

6. Liability 

6.1. Insofar as is permitted by law, Kliklu, its employees, contractors or employees will not in any circumstances be liable to compensate you or accept any liability (whether direct, indirect, special, incidental, exemplary, punitive or consequential) for any loss, damage, personal injury or death arising out of or in connection with your use of our platform, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise.

7. Confidentiality

7.1. Any and all business, technical, and financial information relating to Kliklu (including, without limitation, the identity of and information relating to Kliklu employees) that you obtain during the period you use our platform is considered “Confidential Information”, and you agree to hold in confidence and not disclose or use any Confidential Information, as per the terms of the Agent agreement. After this Agreement has been terminated and as otherwise requested by Kliklu, you will return to Kliklu or delete all items and copies containing Confidential Information.

8. Compliance with local laws

8.1. In performing its obligations under this Agreement, the Agent shall comply with all local laws that apply to him/her in relation to his/her commercial activities and to the use of the platform.

8.2. The Agent will inform Kliklu as soon as she/he becomes aware that an applicable law or a change in the applicable law might obstruct his/her use of the platform.

9. Data Protection

9.1. You consent to Kliklu holding and processing data relating to you for our legal, personnel, administrative and management purposes and to the potential processing of any “sensitive information” to verify your identity under this Agreement.

10. Accuracy of the information provided 

10.1. You certify that all information provided to Kliklu under this Agreement is correct, accurate, and up to date.

11. Applicable law and Jurisdiction 

11.1. This Agreement shall be construed in accordance with the laws of the Netherlands without regard to the conflicts of law provisions thereof. Any claims or actions arising out of or connected with this Agreement shall be brought exclusively to the District Court of Rotterdam, which shall have exclusive jurisdiction to determine all disputes surrounding this Agreement.

11.2. This Agreement may change and will be effective when you agree on such changes. If any provision of this Agreement shall be determined to be unenforceable, that provision will be limited to the minimum extent necessary so that this Agreement shall otherwise remain in full force.