General Terms and Conditions

1. COMPANY INFORMATION

These General Terms and Conditions (“Terms”) apply to all use of the MeTalk platform and services.

Legal Entity: Metalk B.V.

Chamber of Commerce (Kamer van Koophandel): 42001458

Registered Address: Europaweg 79P, 2711 EP Zoetermeer, The Netherlands

Website: www.metalk.online

Contact Email: hello@metalk.online

Metalk B.V. (“MeTalk”, “we”, “our”, “us”) operates an online mentorship marketplace connecting mentees, mentors, and corporate sponsors.

2. DEFINITIONS

Platform: MeTalk website, applications, dashboards, APIs, and related digital infrastructure.

User: Any natural person or legal entity using the Platform.

Mentee: A User seeking mentorship services.

Mentor: A User offering mentorship services.

Corporate Sponsor: A business, NGO, or organization purchasing or distributing platform credits.

Credits: Internal, non-transferable, non-financial utility accounting units used exclusively within the Platform.

Session: A booked mentorship meeting between a Mentor and Mentee executed via the Platform's infrastructure.

Consumer: A natural person acting outside their profession, trade, or business.

Business User: A User acting within their profession, trade, or commercial activities (including Mentors acting as independent contractors).

3. APPLICABILITY

These Terms govern:

All use and navigation of the Platform;

Account registration, identity onboarding, and maintenance;

Bookings, escrow transactions, and live mentorship sessions;

Credit purchases, corporate allocations, and ledger rules;

All legal relationships, liabilities, and agreements between MeTalk and Users.

In accordance with Article 6:234 of the Dutch Civil Code (Burgerlijk Wetboek), these Terms are made available electronically at www.metalk.online/terms before account registration and remain continuously accessible and printable from that page, allowing the User to store them on a durable medium.

Separate agreements (e.g., primary corporate sponsor contracts, specific mentor payout frameworks, and the Privacy Policy) may apply. In case of explicit conflict, individually negotiated and signed agreements prevail over these general Terms.

If a User qualifies as a Consumer residing in the European Union, mandatory consumer protection laws of their country of residence remain fully applicable.

4. PLATFORM ROLE

MeTalk operates exclusively as an online administrative intermediary and marketplace technology provider. MeTalk:

Does not employ, manage, or represent Mentors;

Is not a recruitment agency, employment agency, or labor broker;

Is not an educational institution or accredited certification body;

Is not a financial institution, credit provider, or money transmitter;

Is not a party to the independent service agreements or mentorship relationships formed between Users.

MeTalk does not guarantee, warrant, or promise:

Career advancement, corporate employment, or internship outcomes;

Individual business success or commercial profitability;

Educational verification or accredited credits;

Ongoing or future corporate sponsorship opportunities.

Mentors act entirely as independent service providers and remain solely responsible for:

Their professional conduct, content, and curriculum;

National and international tax filings and obligations;

Compliance with local labor, professional liability, and industry laws;

All services delivered during live sessions. No employment, agency, joint venture, or partnership relationship is created between MeTalk and any Mentor.

5. ACCOUNT REGISTRATION AND ELIGIBILITY

Natural persons must be at least 18 years of age to create an account, purchase credits, or book sessions. By registering, the User warrants that they possess full legal capacity under their home jurisdiction. If a User is found to have falsified their age, MeTalk reserves the right to immediately terminate the account, freeze all internal balances, and hold the User (or their legal guardians under Dutch tort law / onrechtmatige daad) liable for any administrative or transactional damages.

Corporate Sponsors and NGOs must possess valid active registration with the Dutch Chamber of Commerce (KvK) or an equivalent European commercial trade registry to access corporate features.

Users must provide accurate, complete, and current information during and after onboarding.

Users maintain absolute liability for login confidentiality, password strength, and all activities executed under their verified account credentials.

Users are strictly prohibited from:

Impersonating another individual or business entity;

Creating fraudulent, duplicate, or ghost profiles;

Utilizing false identification or altered documentation during KYC/KYB;

Bypassing geographic platform blocks, active sanctions, or historical suspensions;

Utilizing automated scrapers, bots, or unauthorized API integrations.

MeTalk reserves the right to suspend or terminate accounts without prior notice for:

Direct or suspected violations of these Terms;

Detected financial fraud, session farming, or point manipulation;

Abusive, harassing, or discriminatory conduct;

External legal compliance or law enforcement requirements;

Actions endangering platform system security. Users will be informed of the grounds for termination where legally permissible.

6. CREDIT SYSTEM (NON-FINANCIAL UTILITY)

Credits distributed or purchased on the Platform are purely internal, non-transferable, database accounting calculation units. Credits are legally classified as:

Not electronic money under Article 1:1 of the Dutch Financial Supervision Act (Wet op het financieel toezicht - Wft);

Not virtual currencies, digital assets, or crypto-assets (Markets in Crypto-Assets Regulation - MiCA does not apply);

Not securities, options, or financial investment instruments;

Not redeemable or exchangeable for fiat currency, except exclusively under explicit, verified Mentor payout conditions (Section 10).

Credits may only be utilized for services inside the Platform. They cannot be traded externally, sold on third-party platforms, listed on digital asset exchanges, or transferred between User accounts except via native, authorized Platform booking functionality.

Displayed Euro equivalents within the UI are purely informational reference values to assist user comprehension.

Standard Users: €1 = 10 credits (informational baseline)

Corporate Sponsors: €1 = 12 credits (informational baseline) MeTalk retains the unilateral right to adjust these baseline reference rates for platform balance purposes.

Users are strictly prohibited from marketing platform credits as financial investments, encouraging speculative trading, establishing secondary exchange markets, or promoting external token valuations. Violation results in an immediate, irreversible, lifetime platform ban and the complete forfeiture of all remaining credits.

Credits distributed through Corporate Sponsor campaigns may be subject to strict expiration dates, restricted to designated talent pools, or bound by specific reversion rules. These parameters are continuously displayed within the User's dashboard.

7. PAYMENTS AND CHECKOUT COMPLIANCE

All fiat currency payment transactions (top-ups and micro-fees) are securely processed via Stripe or an authorized third-party provider. MeTalk does not store full credit card numbers or raw payment credentials on its servers.

All prices displayed on the platform are inclusive of Value Added Tax (VAT / Btw) where legally applicable under EU tax jurisdiction.

In compliance with Article 6:230v paragraph 3 of the Dutch Civil Code, the final purchase confirmation button for any paid transaction shall explicitly and visibly indicate a payment obligation using the wording:

“Order with obligation to pay” (or “Bestelling met betalingsverplichting”).

MeTalk reserves the right to suspend platform access, reverse credit provisions, and freeze bookings if payment authorization fails, is charged back, or is reversed by the banking provider.

8. RIGHT OF WITHDRAWAL (HERROEPINGSRECHT)

Users qualifying as Consumers have a statutory 14-day right of withdrawal from digital purchases under Article 6:230o of the Dutch Civil Code (EU Consumer Rights Directive).

When purchasing digital credit top-ups, the Consumer explicitly requests immediate delivery of digital content during the statutory 14-day withdrawal window. Prior to payment execution, the User must explicitly acknowledge and agree to the following waiver:

“I expressly consent to immediate delivery of digital credits and acknowledge that I lose my statutory right of withdrawal once delivery begins.” Once credits are digitally delivered to the dashboard ledger, the right of withdrawal expires completely pursuant to Article 6:230r paragraph 1(g) of the Dutch Civil Code.

For mentorship sessions scheduled, booked, and executed within the 14-day statutory withdrawal period, the consumer's right of withdrawal for that specific service contract expires the exact moment the live video session commences (Art. 6:230r paragraph 1(a) BW).

Where a right of withdrawal remains legally applicable for unspent, personally purchased top-up credits, MeTalk provides a visible, continuous dashboard function allowing Consumers to execute immediate contract cancellations on a durable medium, labeled:

“Withdraw from contract” (or “Overeenkomst ontbinden”).

9. MENTOR SERVICES AND CONDUCT

Mentors independently manage their availability, areas of expertise, background qualification uploads, and pedagogical communication styles within the parameters of their approved tier.

Mentors are bound to strict professional standards and must:

Behave professionally, ethically, and honestly;

Attend all accepted session bookings punctually;

Avoid any form of discrimination, hate speech, harassment, or inappropriate conduct;

Fully comply with all applicable local and international regulations.

Mentors may not:

Provide regulated financial, legal, or medical advice;

Engage in session-farming, click-fraud, or point manipulation;

Manipulate platform rating systems or request external parallel payments;

Misuse, harvest, or export Mentee contact data.

MeTalk operates an automated administrative "Three-Strike System". If a Mentor accumulates three (3) verified, substantiated complaints regarding absolute failure to attend, severe professional misconduct, or extreme quality degradation, MeTalk will execute an immediate permanent delisting of the account. Any remaining credit balance stemming from corporate-sponsored packages will be clawed back and returned to the respective Corporate Sponsors.

10. MENTOR PAYOUTS, KYC, AND DAC7 COMPLIANCE

Mentors requesting credit redemptions (payouts into fiat currency) must successfully complete comprehensive identity verification and Know-Your-Customer (KYC) compliance via Stripe Connect prior to payout execution.

Pursuant to EU Directive 2021/514 (DAC7), MeTalk is legally mandated to automatically collect, securely store, and annually report mentor identification information, fiscal residence details, and platform transactional earnings to the Dutch Tax Authorities (Belastingdienst). Mentors are legally required to cooperate and provide accurate tax information for this purpose.

Mentors operate as independent business entities and maintain sole, exclusive responsibility for income taxes, corporate taxes, local VAT filings, business registrations, and general fiscal compliance.

MeTalk retains the right to temporarily withhold, delay, or permanently freeze payouts during active fraud investigations, pending session disputes, incomplete KYC/DAC7 documentation, or under direct anti-money laundering (AML) regulatory obligations.

11. SESSION BOOKINGS, ESCROW, AND DISPUTES

The successful conclusion of a live mentorship session automatically triggers an atomic database transaction dividing the credit fee:

70% to the Mentor's redeemable balance;

15% to the Platform Burn Pool (retired from circulation);

10% to MeTalk Platform Operations;

5% to the Performance Bonus Pool.

Session credit balances are held in an administrative platform escrow for twenty-four (24) hours post-session completion to protect users from fraud, technical failures, and service disputes.

Mentees or Mentors may file a formal dispute within the 24-hour escrow window. MeTalk administrators hold final, binding internal arbitration authority over the release, split, or clawback of escrowed credits. This internal mechanism does not prejudice or limit a User’s legal right to seek recourse through competent courts.

MeTalk reserves the absolute right to reverse fraudulent ledger movements, correct administrative inconsistencies, and balance ledger errors without prior warning to preserve system integrity.

12. VISIBILITY LOCKS (STAKING)

Mentors may voluntarily lock (stake) portions of their earned credits to qualify for premium platform visibility tiers, visibility boosts, and elite bonus pools.

Staked credits are subject to a mandatory 7-day cryptographic cooldown period. Upon initiating an unstaking command, credits remain locked and cannot be withdrawn, transferred, or processed for payouts until the 7-day period has elapsed.

Visibility locks are strictly operational features. Staking does not constitute a financial investment, create corporate equity, or guarantee a financial return, interest rate, or yield.

13. CORPORATE SPONSORS

Corporate Sponsors execute independent B2B agreements governing sponsorship package volume, corporate reporting access, customized branding parameters, and demographic allocation matrices.

Sponsors may only process personal data derived from the Platform in strict accordance with the GDPR, the MeTalk Privacy Policy, and defined campaign boundaries. Sponsors are strictly barred from using Mentee data for parallel marketing or unsolicited corporate tracking without a distinct, lawful basis.

Mentees may optionally enable an explicit "Open to Talent Matching" preference toggle in their profile dashboard. If disabled, their profile metrics remain hidden from Sponsor talent-acquisition dashboards.

14. USER CONTENT

Users retain intellectual property ownership of original text, profiles, curriculum data, and materials they upload to the Platform.

Users grant MeTalk a limited, worldwide, non-exclusive, royalty-free license to host, process, cache, display, and distribute their content solely for the purpose of operating, maintaining, and providing Platform services.

Users may not upload, transmit, or share content that:

Infringes third-party copyrights, trademarks, or patents;

Contains malware, malicious code, or security exploits;

Promotes hate speech, explicit violence, harassment, or illegal material. MeTalk reserves the right to remove prohibited content immediately without prior notification.

15. PRIVACY AND GDPR COMPLIANCE

MeTalk operates as the Data Controller for all personal data processed via the platform ecosystem under the General Data Protection Regulation (GDPR / Algemene Verordening Gegevensbescherming - AVG).

Data processing is strictly executed under the following lawful bases:

Article 6(1)(b) GDPR (Contractual Necessity): Governing user registration, database ledger maintenance, booking coordination, and video transmission;

Article 6(1)(c) GDPR (Legal Obligation): Adherence to fiscal tracking, accounting laws, and DAC7 regulatory reporting;

Article 6(1)(f) GDPR (Legitimate Interests): Platform cyber security, fraud prevention, and system stability;

Article 6(1)(a) GDPR (Explicit Consent): Random automated video session auditing and corporate recruitment matching features.

Live video sessions are subject to random, automated quality-assurance auditing and timestamp checking to prevent platform abuse. Users are notified via a clear on-screen user interface visual indicator when an active session sample is being processed. These files are securely encrypted, restricted to EU-region secure servers, and permanently deleted after fourteen (14) calendar days, unless flagged for active legal disputes or active fraud investigations.

Users may exercise their rights to access, rectify, restrict, export, object, or request the erasure ("Right to be Forgotten") of their personal data by emailing hello@metalk.online.

In compliance with Dutch tax laws (fiscale bewaarplicht), transactional financial ledger history, accounting metadata, and identity records must be retained securely for a mandatory 7-year period.

Where absolute data deletion is legally impossible due to fiscal retention constraints, MeTalk will permanently anonymise all identifying text and personal information fields, leaving historical transaction rows matched to a generic, non-reversible administrative placeholder ("Deleted Profile").

16. INTELLECTUAL PROPERTY

All Platform software, underlying code, branding, logos, trademark assets, interface configurations, databases, and structural content remain the exclusive property of MeTalk or its licensors. Users are strictly barred from reverse engineering, scraping, or commercially exploiting the Platform infrastructure without written authorization.

17. PLATFORM AVAILABILITY AND MAINTENANCE

MeTalk strives for reasonable technical availability but does not guarantee uninterrupted, latency-free, or error-free operations. Access may be temporarily restricted or suspended for scheduled infrastructure maintenance, system upgrades, emergency security interventions, or force majeure events.

18. LIMITATION OF LIABILITY

To the maximum extent permitted under mandatory Dutch liability laws (dwingend recht), MeTalk’s total cumulative liability for any attributable failure (toerekenbare tekortkoming) or tortious act is strictly limited to proven direct damages, capped at a maximum financial value equivalent to the total fees paid by the User to MeTalk during the three (3) months preceding the event giving rise to liability.

MeTalk is explicitly excluded from any liability regarding indirect damages, consequential losses, lost corporate profits, business interruptions, reputational damage, or data corruption.

The limitations of liability stated in these Terms do not apply if the damage is the direct result of deliberate intent (opzet) or conscious reckless gross negligence (bewuste roekeloosheid) by MeTalk’s executive management.

MeTalk is not responsible or liable for technical failures, communication dropouts, or data interruptions caused by third-party infrastructure dependencies (including Stripe Connect, third-party hosting providers, video API services, or internet service networks).

19. INDEMNIFICATION

Users agree to fully indemnify, defend, and hold harmless MeTalk against any third-party claims, regulatory fines, damages, losses, or legal expenses arising out of a violation of these Terms, unlawful conduct, or infringement of third-party rights executed through their account.

20. FORCE MAJEURE

MeTalk is not liable for delays, service interruptions, or failures caused by circumstances beyond its reasonable control, including distributed denial-of-service (DDoS) attacks, regional internet infrastructure outages, industrial labor disputes, emergency governmental restrictions, natural disasters, or the sudden failure of external network utilities.

21. CHANGES TO THE TERMS

MeTalk reserves the right to amend these Terms. Material updates will be communicated to Users via dashboard notifications, email alerts, or prominent platform publication. Continued utilization of the platform after the stated effective date constitutes full legal acceptance of the updated Terms.

22. GOVERNING LAW AND JURISDICTION

These Terms and all legal relationships, platform agreements, and claims between MeTalk and its Users are governed exclusively by the laws of the Netherlands (Nederlands recht).

Subject to mandatory consumer protection laws, any disputes, controversies, or claims arising out of or in connection with these Terms shall be submitted exclusively to the jurisdiction of the competent court in the district where MeTalk maintains its statutory seat in the Netherlands.

Exception for Consumers: If the User qualifies as a Consumer residing in the Netherlands or another European Union Member State, they may bring legal proceedings against MeTalk either in the competent court of MeTalk's statutory seat or in the competent court of the Consumer’s place of residence.

23. CONTACT INFORMATION & CONSUMER DISPUTE RESOLUTION

Legal Entity: Metalk B.V.

Email Contact: hello@metalk.online

Website: www.metalk.online

Alternative Dispute Resolution for Consumers: Pursuant to EU Regulation No 524/2013, the European Commission provides an online platform for alternative dispute resolution. Consumers residing within the European Union can access this platform to settle out-of-court disputes arising from online service contracts via the following official link: https://ec.europa.eu/consumers/odr.

24. FINAL PROVISIONS

If any individual provision of these Terms is declared invalid, void, or unenforceable by a competent court, the remaining provisions shall continue in full force and effect. The invalid provision will automatically be replaced by a valid, enforceable provision that matches the economic and legal intent of the original text as closely as possible.

⚠️ MANDATORY UI/FRONTEND COMPLIANCE APPENDIX

(Legally Binding Blueprint for Platform Technical Design)

To ensure the enforceability of the above Terms under strict Dutch consumer protection and data authority guidelines, your engineering team must configure the user interfaces exactly as follows:

1. Registration Screen Consent Architecture

You cannot bundle everything into one master checkmark. You must show three separate checkboxes, and they must be blank (unchecked) by default:

[ ] I agree to the MeTalk General Terms and Conditions and acknowledge that my personal data will be processed to provide platform marketplace services. (Mandatory - must include a hyperlink to the Terms page at www.metalk.online/terms, from which the User can read and print these Terms).

[ ] I consent to random video/audio quality sampling and anti-fraud session auditing as described in the Privacy Policy. (Optional - but required if users wish to launch the platform video client).

[ ] I consent to sharing my profile metrics and performance information with Corporate Sponsors for corporate talent-matching and recruitment opportunities. (Optional - for Mentees).

2. Payment Checkout Buttons (Art. 6:230v(3) BW)

When a User is completing a micro-fee buy or credit top-up package via Stripe, the final execution payment button must be clearly and explicitly labeled as:

👉 "Order with obligation to pay" (or the exact Dutch equivalent: "Bestelling met betalingsverplichting").

3. Statutory Withdrawal Dashboard Trigger (Art. 6:230oa BW)

Inside the User billing/profile settings panel, there must be a visible and easily clickable text link or action button allowing Consumers to cancel unspent, eligible personal credit top-ups without contacting support, explicitly labeled:

👉 "Withdraw from contract / Cancel unused top-ups" (or the exact Dutch equivalent: "Overeenkomst ontbinden").