In the hereby General Conditions, the following terms will be used:
Contractor: all physical and moral people which is subject to a private placement contract (Trust Mandate) or a platform user contract (Intermediary Contract) with VANGUARD INTERNET SA
User: all physical and moral people which uses the Batmaid platform owned by Vanguard Internet SA
Employer: all physical and moral people which agree to sign the Trust Mandate
Employee: all physical and moral people which agree to sign the Intermediary Contract
Internet site/Internet platform: the Batmaid platform
2. Applicable areas
The hereby General Conditions are applicable to all contractual parties linking VANGUARD INTERNET SA, headquartered in Lausanne, to its contractual counterparts, and particularly to any use of the internet platform of VANGUARD INTERNET SA.
The contractors are informed and accept that the use of the platform must comply with the hereby General Conditions, in addition to all duties related to contracts signed with VANGUARD INTERNET SA.
The contractors admits that the concept of the platform is the exclusive ownership of VANGUARD INTERNET SA and that the content shall not be used, reproduced or traded in whatever aspects without the written consent of VANGUARD INTERNET SA.
3. Contractual limitations
The services supplied by VANGUARD INTERNET SA are only those explicitly mentioned in the contracts agreed and signed by VANGUARD INTERNET SA.
4. Contract start and termination
The contract signed by VANGUARD INTERNET SA with its contractors explicitly mentions from when they come into force and how they terminate. The termination of the contract must be written and will come into force when it is received. The contractors must be aware that the contractual relationships termination also terminates the termination of the insurance coverage. More specifically, a termination would imply that it is the employer’s duty to insure, declare and pay all related social contributions and retirement benefits, if applicable.
5. Access to services
VANGUARD INTERNET SA freely manages its internet platform and is entitled to prevent potential contractors from using its platform without justification. The platform developed by VANGUARD INTERNET SA can be accessed by any internet provider user chooses, without liability on VANGUARD INTERNET SA’s side. Services are accessible after the signature of a contract with the firm for which VANGUARD INTERNET SA must create an account for its contractor/employer.
The online access is available 24h/24h every day but VANGUARD INTERNET SA shall not be held liable for temporary breakdown or failed attempts to connect to the user account which would appear to be used not in compliance with law or common usage.
In case users do not abide by the hereby General Conditions, VANGUARD INTERNET SA is entitled to take immediate actions, notably the exclusion of users’ access from the information and services offered on the platform, without notice period.
In case of damages incurred by the violation of the hereby General Conditions, VANGUARD INTERNET SA is entitled to ask for damages and interests, in addition to the end of a usage not in compliance.
6. Duties related to the Trust Mandate execution
The contract signed between VANGUARD INTERNET SA and its contractors explicitly mentions each party’s duties. To do so, the contractor/employer commits herself to keep all its work relationships up-to-date in the platform developed by VANGUARD INTERNET SA and not to supply tax authorities and social compensation offices with a separate count.
Contractors are aware that employers decide herself if salaries are paid by her directly – for which VANGUARD INTERNET SA must be notified in writing – or through an account that is created on purpose and managed by VANGUARD INTERNET SA. In the case, where VANGUARD INTERNET SA is mandated to pay for salaries, payment will occur on the 4th of every month for all services executed in the last month.
The employee will be able to know the employer’s choice directly from the platform.
The contractor/employer must make sure that her personal account is sufficiently funded. She commits herself to supply any data on time which are useful for VANGUARD INTERNET SA in order to supply the services mentioned on the Trust Mandate, particularly all data related to the salary declaration, number of worked hours for all employment made on an hourly basis or the full monthly salary otherwise. The contractor also commits herself to always supply correct and accurate data about herself and about the number of worked hours. All modifications on the work relationship or personal data about the employee or the contractor must be communicated to VANGUARD INTERNET SA by 14 days.
In case of failure to comply with the above duties, VANGUARD INTERNET SA would be entitled to invoice the faulting party separately for the incurred work up to CHF120.- per hour (VAT included).
7. Procedures for contract implementation
After contract is signed, VANGUARD INTERNET SA puts a personal account at the contractor’s disposal. The contractor is supposed to credit her account on time so that VANGUARD INTERNET SA could pay for all social contributions related to the Trust Mandate. The amount to pay by contractor is mentioned on the personal interface of VANGUARD INTERNET SA’s website.
In case the contractor/employer is late for the due salary payment or did not top up her personal account enough in order to allow for VANGUARD INTERNET SA to comply with its contractual duty, the employer access to the platform will be blocked.
All contributions supposed to be paid to third parties and corresponding to the services supplied by – and the commissions for - VANGUARD INTERNET SA will be charged from the client’s personal account. At the end of the settlement period VANGUARD INTERNET SA only declares to the relevant Authorities the hours that have been paid by the contractor.
The Trust Mandate allows VANGUARD INTERNET SA to stand for the contractor to any relevant third party. Nonetheless, the contractor accepts to sign beforehand, if needed, an extra mandate allowing VANGUARD INTERNET SA to supply the services mentioned in the Trust Mandate.
A commission is paid to VANGUARD INTERNET SA for each executed transaction. It varies between CHF 0.- to CHF 9.- per hour. The accurate commission value which notably decreases in respect to the chosen frequency, is clearly displayed when contractor uses the platform and also varies according to the social security contributions of Cantons and promotional offers (which themselves follow specific rules).
By accepting these General Conditions, the contractor/employer acknowledges the due amount of commissions which is required for each platform use.
9. Guarantees and liability limitations
VANGUARD INTERNET SA will fulfill its duty to pay all related social contributions as defined contractually on the basis of the actual worked hours transmitted by contractor.
VANGUARD INTERNET SA shall not pay salaries and social security contributions when the employee’s work has not been registered in the online platform developed by VANGUARD INTERNET SA or when client’s account is not sufficiently funded in cash in order to cover salaries, all due social contributions and the commissions. In this case, VANGUARD INTERNET SA commits to notify the employee, latest at the theoretical salary payment date. The unpaid employee would in this special case be entitled to claim directly the contractor/employer for all due salaries when VANGUARD INTERNET SA could not fulfill the Trust Mandate’s duties notably when the account was not sufficiently funded or when the number of worked hours has not been properly entered in the platform.
VANGUARD INTERNET SA shall not be held liable for all unpaid social contributions or other unpaid contributions in case of incomplete or inaccurate count of worked hours, due to the absence of declaration from contractor and/or the insufficient pre-payment to VANGUARD INTERNET SA. In case of delay in the contract execution related to a delayed payment from the contractor/employer, all reminder fees from third parties shall be paid by the contractor/employer.
The contractor, as an employer, is the sole liable party of the breach of social contributions and tax laws. The employer acknowledges, she can be sued for this very reason.
VANGUARD INTERNET SA shall not be held liable in case of compensation office overdue, in case of debt recovery. As an employer, the contractor acknowledges, she is the sole liable party regarding the appropriate execution of work relationship. VANGUARD INTERNET SA shall not be held liable of all labour law litigation between the contractor and her employee.
10. Cookies and internet safety
VANGUARD INTERNET SA commits itself to protect personal data and to make sure its computer systems and other softwares on which it can have control over, are up-to-date in terms of safety. VANGUARD INTERNET SA uses passwords and networks protected by firewalls, in conformity with the norms of its field. VANGUARD INTERNET SA has safety procedures against the loss of user data, their misuse or alteration. In case of violation of this last statement, VANGUARD INTERNET SA can immediately block the user involved from the platform access and is entitled to claim for interest and damages.
The platform developed by VANGUARD INTERNET SA uses “cookies”. VANGUARD INTERNET SA hereby informs contractors that a refusal of cookies usage can have bad consequences like a malfunctioning of the platform features and services.
11. Data protection
VANGUARD INTERNET SA commits itself not to transfer the personal data in the platform to third parties, unless otherwise stated by law.
VANGUARD INTERNET SA makes sure personal data management will abide by the Swiss Law on data protection and commits itself to share the personal data entered into the platform either about the contractor or her employee (name, address, birthdate, SVA number, marital status, work permit, etc.) only to the relevant social compensation offices, institutions and cantonal tax authorities.
By signing this contract with VANGUARD INTERNET SA, contractors agree with the above mentioned goals and management of their personal data.
VANGUARD INTERNET SA also raises the point that each platform user can be held liable for the protection of data she accessed via the platform and that Swiss Law about data protection applies, regardless of the country she is located in.
VANGUARD INTERNET SA can modify these General Conditions at any time. These modifications will be available in the platform.
13. Safeguard clause
The possible void of one of the statements above shall not have an impact on the overall validity of the hereby General Conditions or on the signed contracts between VANGUARD INTERNET SA and its contractors.
14. Applicable law and place of jurisdiction
All contractual relationships between VANGUARD INTERNET SA and its contractors are subject to the Swiss substantive law, regardless of the contractors’ home country. The exclusive place of jurisdiction is Lausanne.