GENERAL TERMS AND CONDITIONS - BAIONIC
-----Article 1 - Definitions
In these General Terms and Conditions, the following terms are understood to mean:
1.Baionic / Platform / Baionic B.V.:The private company with limited liability Baionic B.V., operator of an online marketplace for AI-related services, tools, and projects.
2.User:Any natural or legal person who uses the Platform, including Clients and Freelancers.
3.Client:A User who places an assignment or project on the Platform.
4.Freelancer:A natural person or legal entity (including students, self-employed persons (zzp'ers), and companies) who offers or performs services via the Platform.
5.Assignment:A request for the execution of services placed by a Client.
6.Services:All functionalities offered by Baionic, including matchmaking, communication, AI tools, digital support, and all other service elements of the Platform.
7.Agreement:The agreement between the Client and the Freelancer, concluded via the Platform. Baionic is not a party to this agreement.
8.AI Output:Text, images, code, models, or other results generated by AI systems.
9.Account:The User's personal environment.
10.Non-Circumvention:The prohibition against directly or indirectly entering into agreements, payments, or collaborations outside the Platform that originated from the use of the Platform.
11.Arbitration:The dispute resolution as described in Article 17.
12.Misuse:Any form of fraud, violation of legislation, manipulation, threat, intimidation, or action contrary to the interests of the Platform or other Users.
-----Article 2 - Applicability
1.These General Terms and Conditions apply to every use of the Platform and all Services of Baionic.
2.Deviations are only valid if agreed upon in writing with Baionic.
3.General terms and conditions of Users are expressly rejected.
4.If a provision is invalid, the remaining provisions remain valid.
5.Baionic may unilaterally change these terms and conditions. Amended terms and conditions are valid from the date of publication on the website.
6.Continued use of the Platform constitutes full acceptance of the amended terms and conditions.
-----Article 3 - Role of Baionic
1.Baionic exclusively facilitates the online environment where Clients and Freelancers can find each other.
2.“Baionic does not verify the actual execution of work, nor the compliance with fiscal, labor law, or other legal obligations between Users.”
3.Baionic is not a party to the Agreement between Users and does not exercise any authority over Freelancers.
4.Baionic is not responsible for:
◦ the quality of the execution of assignments;
◦ the correctness of AI Output;
◦ results or guarantees of work:
◦ compliance with agreements between Users.
5.Users acknowledge that collaboration is entirely at their own risk.
6.Baionic may, at its own discretion, remove content, profiles, or accounts in case of misuse or violations.
7.Independence and Status
◦ The Freelancer executes the Assignment as an independent contractor or from their own business operation. There is no employment contract or hierarchical relationship between Baionic and the Freelancer, nor between the Client and the Freelancer.
◦ The Freelancer is free to perform the work according to their own insight and without supervision or direction from Baionic or the Client.
◦ The Freelancer is responsible for the payment of their own taxes, national insurance contributions, and other statutory contributions. Users indemnify Baionic against all claims from the Tax Authorities or other bodies arising from the classification of the working relationship.
◦ The Freelancer declares to possess the necessary qualifications and (if legally required) insurances for the execution of the Services.
-----Article 4 - Use of the Platform
1.Users retain all ownership rights to the texts, images, profiles, and other materials (hereinafter: 'Content') they upload or publish on the Platform.
2.By placing Content on the Platform, the User grants Baionic a worldwide, non-exclusive, royalty-free license to use, reproduce, and display this Content as far as necessary for the exploitation and promotion of the Platform.
3.The User guarantees that he/she possesses all necessary rights and permissions to publish the Content and that this Content does not infringe on the rights of third parties, including intellectual property rights or privacy rights.
4.General Rules of Use
◦ Users must provide correct and current information.
◦ It is forbidden to use the Platform for:
1.illegal, misleading, or discriminatory activities;
2.intimidation, threat, or defamation;
3.distribution of spam, viruses, or malicious software;
4.commercial use outside the Platform;
5.assignments that promote AI misuse or copyright infringement.
◦ Baionic may suspend or terminate accounts in case of misuse.
◦ The User is responsible for the security of their account and login details.
◦ One User may not manage multiple accounts without permission.
-----Article 5 - Non-Circumvention
1.It is forbidden to approach a Freelancer or Client outside the Platform for the purpose of:
◦ avoiding payment;
◦ entering into a collaboration without using Baionic;
◦ sharing contact details to circumvent the Platform.
2.Violation of the non-circumvention clause may lead to:
◦ immediate termination of the Account;
◦ the obligation to still pay the agreed Service Fee;
◦ a contractual penalty of €1,000 per violation, with a maximum of €2,500
◦ without prejudice to Baionic's right to claim additional damages if the actual damage is higher.
3.Attempts to circumvent are considered a violation.
-----Article 6 - Placing of Assignments and Offers
1.Assignments must be clear, correct, complete, and legally permissible.
2.Baionic may refuse assignments that are:
◦ unsafe;
◦ misleading or discriminatory;
◦ involve illegal activities;
◦ stimulate AI infringements or data violations.
3.Freelancers are themselves responsible for:
◦ correct price quotations;
◦ compliance with legislation;
◦ the execution of their work.
4.An accepted offer results in an Agreement between the User and the Freelancer, not with Baionic.
-----Article 7 - Payments
7.1.Escrow Service (Security Account)
1.For fixed-price projects, Baionic facilitates an Escrow service via an external payment provider.
2.The Client deposits the agreed fee into the Escrow account before the Freelancer starts the work.
3.Funds in Escrow are only released to the Freelancer after the Client has explicitly approved the delivery via the Platform.
4.If the Client does not respond within 14 days of delivery, Baionic reserves the right to automatically release the funds, unless a Dispute has been opened.
7.2.General Payment Terms
1.The payment structure may differ per assignment; conditions are made visible before payment.
2.Baionic may withhold payments in case of:
◦ disputes;
◦ risk of fraud;
◦ violation of terms and conditions.
3.Baionic is not a financial institution and does not manage funds as a bank.
4.Baionic may engage third parties for payment processing.
7.3.Service Fees and Costs
1.For the use of the Platform and the matchmaking services, Baionic charges a fee (the 'Service Fee').
2.The amount of the Service Fee is calculated as a percentage of the agreed transaction value or as a fixed amount per Assignment. The current rates are clearly communicated on the Platform before an Agreement is concluded.
3.The Service Fee is automatically deducted from the payment processed via the Escrow service or the payment provider.
4.If a Client receives a refund after a Dispute, Baionic has the right to deduct the transaction costs already incurred or an administrative fee, unless the error is demonstrably attributable to Baionic.
5.Baionic is entitled not to refund transaction costs from external payment providers, including Stripe, if these costs are not refunded by third parties.
-----Article 8 - Reviews and Feedback
1.Users may post reviews that are factual, honest, and relevant.
2.Manipulation of reviews is prohibited
3.Baionic may remove reviews in case of:
◦ deception;
◦ insult;
◦ conflict of interest;
◦ fraudulent activities.
-----Article 9 - Intellectual Property
1.Unless otherwise agreed, intellectual property rights to delivered AI Output or work remain with the Freelancer until full payment has been made.
2.After payment, the Client obtains a license or transfer as agreed.
3.Users guarantee that materials provided do not infringe on the rights of third parties.
4.Baionic retains all rights to software, AI tools, structures, database content, and brand names. The underlying software, infrastructure, and design of the Platform are the property of Baionic or its licensors. The User is granted only a limited, revocable, and non-transferable right to use the Platform in accordance with these terms and conditions.
5.Insofar as AI Output has been (partially) generated using generative AI systems, the Client accepts that absolute exclusivity or copyright protection cannot be guaranteed.
-----Article 10 - AI Output
1.AI Output may be incomplete, incorrect, or unpredictable.
2.Baionic gives no guarantees regarding:
◦ quality;
◦ correctness;
◦ legal suitability;
◦ copyright risks;
◦ bias or limitations in AI results.
3.Users remain fully responsible for verification, compliance, and correct use.
4.Baionic is not liable for damage caused by AI Output.
-----Article 11 - Moderation and Removal
1.Baionic may remove content, profiles, messages, or assignments if they:
◦ violate legislation;
◦ contain misuse or fraud;
◦ are harmful to other Users or the Platform.
2.Baionic may immediately block accounts in case of serious violations.
-----Article 12 - Privacy
1.Baionic processes personal data in accordance with the Privacy Statement.
2.Users may only use personal data for the execution of an Assignment.
3.Unlawful data collection leads to account removal and possible legal steps.
4.Data Processing by Freelancers
1.Within the scope of an Assignment, the Freelancer may gain access to personal data provided by the Client. In this relationship, the Freelancer is designated as a 'Sub-processor'.
2.The Freelancer undertakes to process this personal data exclusively for the execution of the agreed Assignment and in accordance with the instructions of the Client.
3.The Freelancer shall take appropriate technical and organizational measures to protect the data against loss or unlawful processing.
4.The Freelancer is prohibited from using the obtained data for their own purposes, for training their own AI models, or sharing it with third parties without explicit consent from the Client.
5.Upon completion of the Assignment, the Freelancer is obliged to promptly destroy or return all personal data and copies thereof received from the Client, unless a statutory retention obligation applies.
6.In the event of a suspected data breach, the Freelancer is obliged to report this immediately, but no later than within 24 hours, to Baionic and the relevant Client.
-----Article 13 - Force Majeure
13.1Availability and Maintenance
1.The Platform is provided on an "as is" and "as available" basis. Baionic does not guarantee that the Platform will function at all times without interruption, errors, or technical failures.
2.Baionic is dependent on third parties, such as Sharetribe and hosting providers, for the availability of the Platform. Failures at these parties are considered force majeure in accordance with Article 13.2.
3.Baionic reserves the right to temporarily suspend the Platform for necessary maintenance or updates, without this leading to any liability for damages towards Users.
13.2Force Majeure
1.Baionic is not liable in case of force majeure, including:
◦ technical failures;
◦ cyber attacks;
◦ power outages;
◦ epidemics;
◦ government measures.
2.In case of long-term force majeure, Baionic may suspend Services.
-----Article 14 - Liability
1.Baionic is only liable for direct damage caused by intent or deliberate recklessness.
2.Baionic is not liable for indirect damage, such as:
◦ loss of profit;
◦ reputational damage;
◦ loss of data;
◦ errors by Freelancers.
3.Baionic's liability is limited to the lower of:
a) €500 per event, or
b) the amount of Service Fees received by Baionic for the Assignment in question.
4.Users indemnify Baionic against claims from third parties.
-----Article 15 - Termination
1.Baionic may terminate accounts in case of:
◦ violation of terms and conditions;
◦ fraud;
◦ inactivity longer than 12 months;
◦ misuse or danger to the platform.
2.The User can terminate the account themselves via the Platform.
3.Termination does not suspend previous payment obligations.
4.A User can only definitively terminate an Account after all ongoing Assignments have been fully completed, paid out, or handled via the dispute resolution in Article 17. As long as there are funds in Escrow or active obligations resting on the User, the Account remains active for the settlement thereof.
-----Article 16 - Applicable Law
These terms and conditions are exclusively governed byDutch law.-----Article 17 - Arbitration
1.In case of disagreement about the quality or completion of an Assignment, Users must first try to resolve this among themselves via the Platform's chat functionality.
2.If no solution is reached, either party can open a 'Dispute' via the Platform. In that case, Baionic will act as a mediator and provide a non-binding advice based on the recorded communication and the Assignment description.
3.Users acknowledge that Baionic does not render a legal judgment but exclusively decides on the distribution of the funds held in Escrow based on the evidence provided.
4.If a party does not agree with the outcome of the mediation, the dispute can be submitted to formal arbitration via the Netherlands Arbitration Institute (NAI) as previously described.
5.In accordance with EU regulations, Baionic points Users to the possibility of submitting complaints about online purchases to the European Commission's Online Dispute Resolution (ODR) platform via the website: http://ec.europa.eu/odr.
-----Article 18 - Final Provisions
1.Users may not transfer their rights or obligations without permission.
2.Baionic may transfer its rights and obligations in case of a merger or acquisition.
3.These terms and conditions constitute the entire agreement between the parties.
4.If the Dutch and a translated version differ, the Dutch text prevails.