TUNGA USER AGREEMENT FOR DEVELOPERS

Welcome to Tunga User Agreement for Developers. Tunga is an online platform that connects African software developers to tech businesses and software projects from all over the world.

This User Agreement for Developers contains the terms & conditions that apply to the usage of Tunga Platform in general, and the work that African developers perform via the platform in particular. By using Tunga Platform you automatically agree with these terms & conditions and thereby you enter into a lawful agreement between you and Tunga. By doing so you and Tunga explicitly preclude entering into an employment contract as stipulated in section 7:610 of the Dutch Civil Code, nor into a fictitious employment contract, and wish to enter into a contract on the basis of an agreement in line with section 7:400 of the Dutch Civil Code.

Tunga can modify this User Agreement for Developers as it sees fit. The changed version of this User Agreement for Developers will be applicable from the moment the (changed) User Agreement for Developers is publicized on the Platform. If a Developer does not accept the changed terms of use, he/she has to notify Tunga in writing within one week after publication of the changed terms of use.

This User Agreement for Developers has been last updated on Monday, 27th July, 2020.

DEFINITIONS

In this User Agreement for Developers, unless the context otherwise requires, the following terms shall have the following meanings:

Assignment: any service provided by Freelancer(s) to Customers as part of a Service Contract between Tunga and Customer;

Customer: company that hires Freelancers directly or indirectly through the Tunga platform;

Fee: the hourly and daily fees that Developers are paid for executing Assignments;

Freelancer (also referred to as ‘you’): independent contractor that offers his or her services to Customers via the Tunga platform;

Intellectual Property Rights: all copyrights and other intellectual property rights, howsoever arising and in whatever media, whether or not registered, including (without limitation) patents, trademarks, service marks, trade names, registered design and any applications for the protection or registration of these rights and all renewals and extensions thereof throughout the world;

Parties: Freelancer and Tunga together, and where applicable also including the Customer

Platform: the website operated by Tunga, which is hosted at https://tunga.io, and all the services, tools and applications offered through there;

Service Contract: a formal agreement between Customer and Tunga that includes 1) the User Agreement for Customers,
2) the specific terms of the Project or Task as agreed in the Proposal,
3) our Code of Conduct and
4) any additional agreement between Customer and Tunga that is uploaded to the Platform and that is not conflicting with any of the terms laid out in this User Agreement;

Tunga: Tunga BV, registered at Wibautstraat 131, 1091 GL Amsterdam, The Netherlands (Chamber of Commerce nr: 67015679);

Verified Developer: Freelancer that has been granted access to the work mediation part of the Tunga Platform after passing all the required tests and fulfilling all the required prerequisites, including creating a complete profile.

    • The role of the Freelancers on the Tunga Platform
      1. The Freelancer is available to be assigned work as a software developer for Tunga. The scope and nature of any Assignment is coordinated through the Tunga Platform.
      2. The Freelancer will make an effort to execute any Assignment carefully and independently, to promote Tunga’s interests to the best of his or her knowledge, and to strive for results that serve the purpose of Tunga. The Freelancer will keep Tunga informed about the progress of the Assignment(s) he or she is working on. It is up to the Freelancer to execute any Assignment in a way that he sees fit. The Freelancer has the right to execute and plan the activities at a place, at a time and in a period that she sees fit.
      3. The Freelancer will make all efforts to execute any Assignment carefully and independently, to promote Tunga’s interests to the best of his or her knowledge, and to strive for results that serve the purpose of Tunga. This includes adhering to the guidelines as specified in the Tunga Developer Guide and the Tunga Code of Conduct.
      4. Freelancer will keep Tunga informed about the progress of the Assignment. There will be daily and weekly updates between the Freelancer and Tunga.

 

    • Duration of this Agreement
      1. This Agreement shall take effect at the moment the Freelancer is given access to the Tunga Platform as a Verified Developer, and can be terminated by either party at any moment, taking into account a 1 month notice period, upon which the Freelancer will be cease all his or her activities under this agreement and will be subsequently removed from the platform.
      2. Furthermore, each party can terminate this agreement with immediate effect, if and when:
        –     the other Party is declared bankrupt;
        –    the other Party is granted suspension of payments; or if
        –    the other Party fails imputably in the obligations following from this agreement, and neither can do so within a period of 14 days after having been summoned in writing to meet with these obligations.

 

    • Guarantee
      1. The Freelancer guarantees that the products/services supplied are produced by him/her, and that if the product is subject to a copyright, he/she is considered the copyright owner according to the Copyright Act, and can make free use of the work.
      2. Parties guarantee each other the correctness of the information they supply about the activities mentioned in this agreement, both in writing or digitally.
      3. If one of the Parties doubts whether the results of the activities agreed upon comply with the stipulations of paragraph 1 of this section, Parties will discuss the situation as early as possible, and will list the possible consequences.

 

    • Remuneration
      1. For the services rendered through the Tunga platform within the parameters of this agreement the Freelancer will receive a Fee in accordance with their assigned tier status as specified in the Tunga Developer Guide.
      2. Payment will be made monthly in arrears on the basis of the actual amount or hours worked in the period concerned, in accordance with the relevant provisions of the applicable Assignment(s).
      3. Payment of the remuneration must be made within three weeks of the receipt of the invoice, in accordance with the relevant stipulations in section 4 of this agreement.
      4. The remuneration will not be due if and insofar the Freelancer cannot fulfil the achievement that was agreed upon for whatever reason, sickness included.

 

    • Intellectual property rights
      1. All intellectual property rights – including the patent rights, the design rights and the copyrights – resulting from this agreement with regard to those Assignments specifically executed for Tunga or one of its clients, belong to Tunga or the respective client;
      2. The Freelancer commits him- or herself to rendering his or her assistance to (and hereby grants Tunga an irrevocable power of mandate to fulfil) all necessary formalities in order to enable Tunga to obtain the rights stipulated in paragraph 5.1, including the signing of one or more deeds.
      3. If and insofar, the conveyance as stipulated in this section, appears to be (partly) invalid or without legal effects, the Freelancer commits himself at the first request of Tunga to grant the latter a complete and exclusive license, to the exclusion of the former, with equal effect to the conveyance referred to in this section.
      4. As far as possible, the Freelancer explicitly renounces his or her personal rights with regard to products that come into existence at some point during the implementation of the Assignment, including in particular, but not exclusively, the rights stated in section 25, first full sentence, subsection a, b, and c of the Authors Act 1912 (reference, publication under an alias, change of work).

 

    • Indemnification
      1. Present agreement is intended as a freelance commission as stipulated in section 7:400 of the Dutch Civil Code. Tunga will therefore not withhold nor pay any taxes or social insurance premiums related to the Assignments.
      2. The Freelancer is responsible for a correct tax declaration and payment of possible taxes and premiums indebted by her, and indemnifies Tunga, and shall compensate the latter completely for all claims from the tax and /or social insurance authorities with regard to taxes, social insurance premiums (both the employer’s contribution and the employee’s contribution), and the imposed fines and interests related to or resulting from the standpoint of the authorities mentioned, that, contradictory to the explicit intention of Parties, the Freelancer, as far as tax and / or social insurance purposes, is employed by Tunga.
      3. Tunga indemnifies the Freelancer or people who are called into the assignment by the Freelancer from all claims from third parties arising from the adaptations or the use of the assignment’s results.
      4. Tunga indemnifies the Freelancer from claims related to rights of intellectual property on materials or data provided by Tunga that are employed during the execution of the assignment.

 

    • Secrecy
      1. Both during the term of this agreement and afterwards, the Freelancer and Tunga are compelled to maintain strict secrecy about all data concerning corporate matters, transactions, projects and relations of each other’s organizations, the knowledge and the skills Parties learn or will learn within or outside the parameters of the above-mentioned co-operation. The above-mentioned only applies subject to the legal obligation to disclose.
      2. All goods, written documents and photocopies of these documents included, that one of the Parties – including Customers – receives on behalf of the other Party during the term of the agreement, are and remain the property of the other Party. On the day the agreement expires, the first Party is compelled to hand over again these goods to the other Party.

 

    • Non-compete clause
      1. At no time during the term of this agreement will the Freelancer engage in any business activity which is competitive with Tunga nor work for any company which is a client of or competes with Tunga.
      2. For a period of one (1) year immediately following the termination of this agreement, Freelancer will not, for himself or on behalf of any other person or business enterprise, engage in any business activity which competes with Tunga.
      3. During the term of this agreement, and for a period of one (1) year immediately thereafter, Freelancer will not solicit any employee or independent contractor of Tunga on behalf of any other business enterprise, nor shall you induce any employee or independent contractor associated with the Company to terminate or breach an employment, contractual or other relationship with the company.
      4. During and for a period of one (1) year following the termination of this agreement, Freelancer shall not, directly or indirectly, disclose to any person, firm or corporation the names or addresses of any of the customers or clients of Tunga or any other information pertaining to them. Neither shall Freelancer call on, solicit, take away, or attempt to call on, solicit, or take away any customer of Tunga, on whom Freelancer has called or with whom Freelancer became acquainted during the term of this agreement, as the direct or indirect result of Freelancer’s agreement with Tunga.
      5. Freelancer hereby acknowledges 1) that Tunga will suffer irreparable harm if Freelancer breaches his obligations under this clause; and 2) that monetary damages may be inadequate to compensate Tunga for such a breach. Therefore, if Freelancer breaches any of such provisions, then Tunga shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions.

 

    • Further rights and obligations
      1. Parties will hand over to each other all necessary information to denounce claims from third parties that are connected to the execution of this agreement.
      2. Intellectual property rights on achievements executed by or on behalf of the Freelancer, are owned by Tunga; if necessary, the Freelancer commits himself to their transfer to Tunga.

 

  • Final clauses
    1. This agreement is governed by Dutch law.
    2. All conflicts that may arise from or as a result of this agreement, will be subject to the competent court in Amsterdam.
    3. The above-mentioned is the complete account of all agreements between Parties, and replaces all agreements and promises made by the Freelancer and Tunga, and/or with Tunga affiliated companies.