Terms & Conditions

Merytucentric S.A. ("Merytu") provides a service (the "Service") that enables its clients (the "Clients") to connect with a geographically distributed network of individuals who, as independent workers (the "Meryters"), undertake to perform professional services on a punctual and time-limited basis (the "Gigs"). Please read the Client Agreement (the "Agreement") below in full if you wish to become a client.

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Any legal entity that cumulatively: (i) is duly incorporated and registered; (ii) maintains organized accounting; (iii) meets the legal requirements for carrying out hospitality or catering activities; (iv) has a regularized situation with the tax authorities and social security; and (v) is not in a situation legally classifiable as insolvency, is eligible to register on the merytu desktop and mobile application (the “Application").

Acknowledgement and Acceptance of the Client Agreement

By registering to become a client, the Client expressly and irrevocably declares that they have read, understood, and fully accept the terms of this Agreement. This Agreement includes Merytu's privacy policy, as well as other internal policies in force at any given time at Merytu.

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The Client agrees and understands that certain features of the Application may require additional terms and conditions or further registration requirements, without the acceptance of which the Client will not be able to continue using the Service. The Client agrees to comply with these additional terms and conditions, and that the breach of such terms constitutes a violation of this Agreement.

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Merytu reserves the right to amend the terms of this Agreement and any additional terms at any time, with the Agreement being deemed effectively amended upon the changes being made available on the Application. As a Client, you are responsible for regularly reviewing this Agreement and identifying updates and amendments to its terms. The use of the Application after any amendment to this Agreement constitutes your agreement with such amendments. In addition to making any amendments available on the Application, Merytu does not assume nor shall assume any obligation to directly notify the Meryters or the Client of the creation or modification of any specific terms.

1. DEFINITIONS

1.1 "Gig Content" – consists of the description, characteristics and specificities that make up the content of the Gig posting, relating to what the Meryter is expected to perform in the Gig in question. The Gig Content is the sole responsibility of the Client.

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1.2 "Gig Posting" – consists of the notification generated by Merytu to one or more Meryters about the Gig Content, as well as the fee to be paid (the "Payment") to the Meryter(s) for the services rendered.

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1.3 "merytu desktop or mobile Application" or the "Application" – consists of the software created and used by Merytu in the scope of the Service.

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1.4 Gig Request" – consists of a service request by the Client containing the Gig Content in order to identify Meryters whose characteristics and availability allow them to perform the said Service. Once the Client and the Meryter agree on the terms of the Gig Request, in accordance with clause 2, the Gig Request becomes a "Gig Commitment".

2. GIG REQUEST

Clients may submit Gig Requests through the Application. Merytu reserves the right to reject any Gig Requests, including those it considers inappropriate, non-compliant with the terms of service or use, or inconsistent with the Service or the integrity of the Application. Only characteristics present in the invitation description, relating exclusively to the technical or behavioral dimension of the Gig activity, shall be considered as Gig acceptance requirements. Any references to physical, ideological characteristics or any other type of circumstantial matters (e.g., availability for permanent hiring) are not considered binding requirements for the acceptance of Gig invitations. During the implementation period, occurring within the first 15 days after the Client installs the Application, Merytu may provide direct/indirect assistance in the operationalization of the Client's Gig Requests. This exclusively pedagogical period does not alter the Client's sole responsibility in this domain. After the implementation period, the operationalization of Gigs or any other action or modification carried out through the Client's account on the Merytu application shall be done exclusively by its holder.

3. PAYMENT

3.1 Payment. Merytu collects the Payment on behalf of the Meryter for each Gig. The price list in force may be updated without prior notice to the Client whenever Merytu deems necessary. Professionals' hourly rates may vary by role, experience level, or other variables such as night shifts, holidays or holiday eves, or additional hours added after the Gig Commitment is accepted (unforeseen mode). The Client is responsible for providing a valid payment method from the options made available by Merytu. In case of a failed collection due to the invalidity of the payment method provided, Merytu shall charge, for each unsuccessful attempt, an administrative fee of €10 relating to the processing costs charged to Merytu by its partner Stripe.

3.2 Invoicing. The Client shall provide Merytu with complete and accurate invoicing information, including but not limited to the Client's legal name and registered address, as well as the email address, name and telephone number of an authorized contact for the invoicing process. The Client undertakes to inform Merytu of any changes to invoicing data within a maximum of 30 calendar days after the occurrence of any change. If the information provided is false or fraudulent, Merytu reserves the right to immediately terminate the Client's access to the Service and to any ongoing Gig Commitment, together with recourse to legal mechanisms.

As a rule, the Client is invoiced after the completion of the Gig, with the full amount being reserved upon the Gig Commitment becoming effective, and invoices and receipts shall be issued in the name of the Meryter, without prejudice to the provisions of the clause below.

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3.3 High Volume Clients. Merytu reserves the right to unilaterally establish that a given Client is a "High Volume Client". Gigs provided to High Volume Clients shall be invoiced on an aggregated basis, in the name of Merytu, periodically and regardless of the number of Meryters that have performed Gigs for the Client during that period. The invoicing frequency for High Volume Clients shall be decided unilaterally by Merytu.

3.4 Taxes. All legally due taxes shall be levied on the invoiced amount, with the Client being entirely responsible for any tax or contributory obligations arising from the use of the Application and subsequent Gigs derived therefrom. The Client declares full knowledge of the taxes in force relating to the engagement of independent professionals. Specifically, but without limitation, the Client declares knowledge of and assumes all responsibility for the payment of the additional Social Security contribution due, under the terms and for the purposes of Article 140 of the Contributory Regimes Code of the Social Security System and its subsequent amendments, should it be classified as a Contracting Entity.

Regarding High Volume Clients, the management of the payment of taxes and Social Security contributions that are legally due shall be the responsibility of Merytu, with the amount of taxes and contributions already included in the price of the Service.

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3.5 Cancellations. All Gigs have a cancellation window of 10 minutes after their posting. After this period, the cancellation policy shall apply. After this period, the cancellation of a Gig Commitment shall be subject to the following rules:

(i) Cancellation of the Gig Commitment within 24 hours prior to its start – Merytu shall charge 100% of the total value of the Gig. For multi-day Gigs, 100% of the first day shall be charged.

(ii) Cancellation of the Gig Commitment between 24 hours and 48 hours prior to its start – Merytu shall charge 50% of the total value of the Gig (minimum of 3 hours).

(iii) Cancellation of the Gig Commitment more than 48 hours prior to its start – no cost to the Client.

3.6 Refund. Amounts charged by Merytu are non-refundable, except in the situations expressly provided for in this Agreement.

4. MERYTU INTELLECTUAL PROPERTY

4.1Merytu Intellectual Property. The Client expressly and irrevocably declares that all intellectual and industrial property rights relating to Merytu, the Application, the Service, and any metadata or other information generated or submitted on Merytu by a Meryter in the course of services rendered within the scope of a Gig are the exclusive property of Merytu ("Merytu Intellectual Property"). This Agreement does not confer upon the Client any rights, ownership or benefits relating to the intellectual and industrial property of Merytu, its affiliates or suppliers, nor any right of any other nature over the logos, trademarks or copyrights of Merytu, its affiliates or suppliers. The Client expressly and irrevocably declares that it shall not reproduce, modify, publish, transmit, distribute, disseminate, assign, whether free of charge or for consideration, anything that may be related to the Merytu Intellectual Property.

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4.2 Incorporation of suggestions. The Client grants Merytu a perpetual, royalty-free, international, transferable, irrevocable license to use, reproduce, modify or incorporate into the Merytu Intellectual Property and thereby fully exploit any suggestion, improvement, request, recommendation, or any other feedback provided by the Client regarding the Service.

4.3 Client Image Rights. The Client expressly and irrevocably declares that it authorizes Merytu to use its logo, brand, name and/or any related images in Merytu's communications and social media.

5. CONFIDENTIALITY

5.1 Definition of Confidential Information. Any and all information made available by one party (Disclosing Party) to the other party (Receiving Party), whether in verbal or written format, classified as confidential or that should reasonably be understood as confidential given its nature or the circumstances in which it is communicated ("Confidential Information"). However, Confidential Information shall not include any type of information that (a) is or becomes public knowledge without breaching any obligation owed to the Disclosing Party, (b) was known to the Receiving Party prior to the communication by the Disclosing Party without breaching any obligation owed to the Disclosing Party, or (c) was independently developed by the Receiving Party without authorized access to the Disclosing Party's confidential information.

5.2 Protection of Confidential Information. Except if authorized in writing by the Disclosing Party, the Receiving Party shall use the same level of care in managing Confidential Information as it uses in managing its own information of a similar nature, and shall not communicate or use any Confidential Information of the Disclosing Party in any context beyond the scope of this Agreement. The Receiving Party shall only disclose Confidential Information of the Disclosing Party to employees, contractors or agents of the Receiving Party who require access thereto to fulfill obligations or other tasks strictly related to the scope of this Agreement, and who in turn have signed exclusivity contracts with the Receiving Party containing Confidential Information disclosure safeguard mechanisms no less restrictive than those in force under this Agreement.

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5.3 Disclosure. The Receiving Party may disclose confidential information of the Disclosing Party when required to do so by governmental entities, provided that the Receiving Party notifies the Disclosing Party that it has done so and the underlying reasons.

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5.4 Information Included in the Gig Commitment. The Client declares and agrees that part of the information included in the Gig Request will be sent to Meryters so that they can fully respond to the service needs in question, and therefore such information cannot be considered as Confidential Information. By submitting a Gig Request, the Client expressly requests and consents to the sending of Gig details to Meryters whose availability and characteristics are suitable for the proper performance of the professional services relating to the Gig. The Client declares that the information provided shall be accurate, up-to-date and truthful. The Client acknowledges that Merytu is not responsible for any type of communication with the Meryters in the scope of any Gig Request. All communications shall be exclusively between the Client and the Meryters through the information contained in the Gig Request or subsequently through the application's chat feature provided for this purpose, and Merytu cannot be held liable for the transmission of any information necessary for the completion of any Gig Request.

6. DISCLAIMERS

The Service is provided "as-is" and on an availability basis. Merytu offers no warranties relating to the Gig, including warranties or conditions of fitness for a particular purpose, title, quiet enjoyment, accuracy or non-infringement. Merytu does not guarantee that (a) the Service or the Gig will meet the Client's needs and/or requirements; (b) the Service will be available in an uninterrupted, timely, secure or error-free manner with impact on the Gigs; or (c) the results obtained from the use of the Service or Gigs will be accurate or reliable. Merytu does not guarantee a match between each Gig Request and each Meryter, or that Meryters will be available in each geographical area requested by the Client to fill a given Gig Request on the requested date, time and location. Merytu does not guarantee any type of performance by the Meryters in the scope of Gig Requests or the quality thereof in the provision of services within the Gig.

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7. LIMITATION OF LIABILITY

7.1 Merytu does not guarantee the availability and continuity of the Service's operation. Accordingly, Merytu shall under no circumstances be liable for any damages arising from (i) the lack of availability or accessibility of the desktop or mobile application; (ii) the interruption of the operation of the desktop or mobile application or from computer failures, telephone breakdowns, disconnections, delays or blockages caused by deficiencies or overloads in lines, data centers, the internet system or other electronic systems, occurring during its operation; and (iii) other damages that may be caused by third parties through unauthorized intrusions beyond Merytu's control. Merytu does not guarantee the absence of viruses or other elements in the desktop or mobile application introduced by third parties external to Merytu that may produce alterations in the Client's physical or logical systems or in electronic documents and files stored in its systems. Consequently, Merytu shall under no circumstances be liable for any damages of any nature arising from the presence of viruses or other elements that may produce alterations in its physical or logical systems, electronic documents or files of the Client. It is the Client's responsibility to ensure that it has downloaded the correct application on its device. Merytu shall not be liable if the Client does not have a compatible device or downloads a version of the application incompatible with its device.

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7.2 Merytu is not responsible for any obligations, claims or damages arising from the relationship between the Client and the Meryter. The quality of the services rendered in the context of a Gig is the sole responsibility of the Meryter, who is solely responsible for the provision thereof to the Client. The Client understands and acknowledges that, by using the Service and, consequently, the activity of a Meryter in the context of a Gig, it will be resorting to a service entirely unrelated to Merytu. The attendance of a Meryter at a Gig is their sole responsibility, and in the event of absence, Merytu does not guarantee their replacement. In the event of a Meryter's non-attendance at a Gig Commitment, the Client has 72 hours to request a refund of the amount paid from Merytu, with no compensation being due beyond this refund. To this end, the Client shall select the "Attendance" option on the Platform, after which Merytu shall analyze the occurrence, although no refund is guaranteed. Refund requests made after 72 hours from the end of the Gig shall not be considered, nor shall they give rise to the refund of previously charged amounts.

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7.3 Merytu has implemented certain mechanisms in the Application that are suitable to support the Client in the identification and mitigation of risks relating to the classification of the Meryters' activity. In this regard, and by way of example, the Application shall notify the Client whenever a given Meryter performs Gigs for 30 consecutive days. The purpose of this and other mechanisms is to provide the Client with information and control to manage their risk compliance. These mechanisms are merely recommendations from Merytu to the Clients, which they may consider or not, and for which Merytu cannot be held liable.

8. SATISFACTION SURVEY

The Client declares and undertakes to complete a satisfaction survey upon completion of the Gig Commitments through the Application.

9. RELATIONSHIP BETWEEN MERYTU, MERYTERS AND CLIENTS

9.1 Merytu provides a Service for Clients and Meryters simultaneously, materialized in the provision of a technological platform through which the Client can publish Gig Requests and the Meryters can accept them. If the Client and the Meryters agree on the respective terms of service, a Gig Commitment is automatically generated between the parties. The Client declares and acknowledges that there is no link of any nature (e.g., employment) between Merytu and the Meryters, as they perform their service provision legally and fiscally duly constituted as independent workers.

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The Client hereby declares that it shall assume all and any liability arising from the relationship established between itself and the Meryters. The Client acknowledges that Merytu in no way supervises, directs or controls the services provided by the Meryters within the scope of the Gigs, nor is it involved in defining the amounts received by the Meryters for services rendered within the scope of Gigs requested by the Client. The Client acknowledges that Merytu does not provide the Meryters with any type of training or equipment, or any other material necessary within the scope of a Gig Commitment. The Client acknowledges that, without prejudice to the specific terms and conditions applicable to High Volume Clients, Merytu shall not deduct any amounts related to Social Security or income tax or any other taxes owed by the Client or Meryters within the scope of Gig Commitments made through the Application, which are the sole responsibility of the latter. The Client expressly acknowledges that, when opening Gig Requests, the Meryters responding thereto shall do so in their capacity as independent workers, and the Client may not claim any type of link and/or exclusivity in the relationship between itself and the Meryters assigned through the Application. The Client acknowledges that the Meryters, as independent workers, are free to perform Gigs or to engage commercially with other companies other than the Client, including the Client's direct competitors. The Client acknowledges that it is responsible for the full payment of the amount resulting from the scheduled Gig Commitment, and that any change at its initiative to the scheduled Gig does not release it from the full payment of the total Gig amount, or the respective amount provided for in the cancellation policy. Specifically, any change to the duration of the Gig in progress does not release the Client from the full payment of the total Gig amount.

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If a Meryter is late by more than 30 minutes to the Gig, the Client may:

a) Oppose the start thereof without any penalty;

b) Adjust the duration of the Gig, subtracting hourly units up to a limit of 3;

c) Adjust the start and end of the Gig while maintaining the previously agreed Gig duration.

10. TERMINATION OF THIS AGREEMENT

10.1 Termination. Either party may terminate this Agreement, without just cause, with immediate effect, by communicating its decision to the other party. However, the termination of this Agreement does not release either party from the clauses in force under this Agreement regarding all Gig Commitments entered into the Application, whether completed or pending completion, until the termination of the Agreement.

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‍10.2 Surviving Provisions. Sections 3 ("Payment"), 4 ("Merytu Intellectual Property"), 5 ("Confidentiality"), 6 ("Disclaimers"), 7 ("Limitation of Liability"), 10.2 ("Surviving Provisions") and 11 ("Miscellaneous") shall remain valid after the termination or cessation of this Agreement and/or any modification or cessation of the Application. The termination of this Agreement shall not affect the responsibilities of the parties in respect of any breaches of the terms of this Agreement occurring prior to its cessation or termination.

11. MISCELLANEOUS

11.1 This Agreement, as well as the relationship between Merytu and the Client, shall be governed by and construed in accordance with Portuguese law, regardless of the Client's country of incorporation or where access to the Application was obtained. The parties agree to submit any matter arising from this Agreement to the Courts of the District of Lisbon, with express waiver of any other jurisdiction.

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11.2 In the event of a consumer dispute, as defined under Law No. 144/2015 of 8 September, the consumer may resort to the competent alternative dispute resolution entity. Without prejudice to the legislation, statutes and regulations to which the alternative consumer dispute resolution entities are bound, the consumer may opt for the European online dispute resolution platform available at https://webgate.ec.europa.eu/odr, the alternative consumer dispute resolution entity of their domicile, or the entity with specialized competence, if one exists for the sector in question. If no alternative dispute resolution entity(ies) exist(s) under the terms of the preceding paragraph or the existing one(s) do(es) not consider itself/themselves competent by reason of the value of the dispute, the consumer may resort to the National Centre for Information and Arbitration of Consumer Disputes (CNIACC), at the email address: geral@cniacc.pt and available at www.cniacc.pt.

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11.3 Prior to any complaint or proceedings of any legal nature, the Client agrees to first inform Merytu (geral@merytu.com) of the complaint in question, attempting its resolution. This complaint notification shall contain: the Client's name, relevant account information, a brief description of the matter, and contact information, so that Merytu may promptly assess the complaint and informally resolve the situation. Merytu shall have 60 days from the date of the original notification to informally resolve the situation, which, if successfully resolved, shall eliminate the need for subsequent actions.

12. CONTACT MERYTU

If you wish to report any violation of the Client Agreement, have any questions or need clarification, please contact Client Support at geral@merytu.com.