- General terms and conditions
In these general terms and conditions the following terms shall have the following meanings:
1.1 Client; the natural person or legal entity who has commissioned Gigaleads to perform work;
1.2 Work; all work commissioned, or carried out by Gigaleads for other reasons.
1.3 Documents: all items made available by the client to Gigaleads, including documents or data carriers, as well as all items produced by Gigaleads in connection with the execution of the order.
1.4 Agreement: any agreement between the Client and Gigaleads to carry out work by Gigaleads for the Client, in accordance with the provisions of the order confirmation.
1.5 Processed address: address where a final result has been achieved and no further (call) action is required from Gigaleads.
1.6 Scheduled appointment: an appointment already made and scheduled by Gigaleads that Client can purchase for a fixed amount.
2.1 These Terms and Conditions shall apply to all agreements entered into by Gigaleads within the context of the execution of work. Deviation from these Terms and Conditions is only possible if agreed in writing between the parties.
2.2 The general terms and conditions of the Client shall only apply to agreements entered into with Gigaleads insofar as they are not inconsistent with these Terms and Conditions.
2.3 If one or more of the provisions of these Terms and Conditions or any other agreement with Gigaleads is/are contrary to any applicable legal provision, the applicability of the remaining provisions of these Terms and Conditions shall not be affected.
- Commencement and duration of the Agreement
3.1 The agreement is only formed and commences when the client indicates to agree to the work as described in the order confirmation.
3.2 The agreement will be entered into for an indefinite period of time unless it follows from the nature or tenure of the assignment given that it has been entered into for a definite period of time.
3.3 If an assignment has been entered into for a definite period of time and the work is not based on Scheduled Appointments, the Client shall owe the full amount specified on the order confirmation at the time of entering into the agreement, even if Gigaleads invoices this amount in parts.
3.4 Assignments for a fixed term cannot be terminated prematurely.
3.5 Client expressly agrees that Gigaleads communicates by electronic means.
- Data Client
4.1 The Client is required to provide all information and documents which Gigaleads deems necessary for the execution of its assignment, in a timely manner.
4.2 If the necessary information and documents are not available to Gigaleads, it is entitled to suspend its performance.
4.3 If the client so requests, the documents made available shall, except for the provisions under the right to suspend performance, be returned to it and / or destroyed.
- Execution of assignments
5.1 Gigaleads shall determine the manner in which the awarded assignment shall be carried out if this method is not specifically described in the order confirmation. Gigaleads shall possibly take account of timely and responsible instructions provided by the Client regarding the implementation of the order.
5.2 Gigaleads is entitled to have certain work carried out by third parties without notifying the client. The applicability of Article 7:404, Article 7:407(2) and Article 7:409 of the Dutch Civil Code is hereby expressly excluded.
6.1 Client grants Gigaleads for the duration of the Agreement exclusive authority to generate sales leads and/or to schedule appointments with persons who are interested in the services of Client.
6.2 Client may also purchase already Scheduled Appointments directly from Gigaleads.
6.3 Gigaleads may provide supporting sales information to Client upon request.
6.4 Client grants Gigaleads a power of attorney to perform all actions deemed necessary by Gigaleads in realizing sales leads.
6.5 Gigaleads shall use its best efforts to achieve the best possible results, but does not undertake to achieve any specific result. All Gigaleads’ announcements about possible results are indicative. Client may not derive any rights from these statements.
- Confidentiality and exclusivity
7.1 Gigaleads is obliged to maintain confidentiality towards third parties who are not involved in the execution of the order. This confidentiality relates to all information of a confidential nature made available to it by the client and the results.
7.2 Gigaleads is entitled to use the numerical results obtained after processing, provided they are anonymized, for statistical, comparative or marketing purposes.
7.3 Except as provided in the previous paragraph, Gigaleads is not entitled to use the information provided by the Client for any purpose other than that for which it was obtained.
- Intellectual Property
8.1 Gigaleads reserves all rights with regard to products of the mind which it uses or has used in the context of the execution of the agreement with the Client, insofar as rights to such products may exist or be established in a legal sense.
8.2 The client is expressly forbidden from reproducing, publishing or exploiting such products, including computer programs, system designs, working methods, recommendations, contracts or model contracts and other intellectual products, with or without the engagement of third parties.
8.3 The Client is not permitted to provide these products to third parties, other than to obtain an expert opinion about the work of Gigaleads.
- Force majeure
9.1 If Gigaleads cannot fulfill its obligations under the agreement, or cannot fulfill them on time or properly, due to a cause beyond its control, these obligations shall be suspended until Gigaleads is able to fulfill them in the agreed manner.
9.2 The Client is entitled, in the event that the situation referred to in the first paragraph occurs, to terminate all or part of the agreement with immediate effect in writing or by e-mail.
10.1 Parties agree on the number of processed addresses and rate when generating sales leads, which will be invoiced monthly by Gigaleads.
10.2 Parties may agree a ‘no-cure no-pay’ method of payment. This is only possible by means of a signed order confirmation.
10.3 Client may directly purchase already scheduled appointments for a fixed price per appointment.
10.4 If Gigaleads provides the sales information, a fee will be charged.
10.5 Client shall be obliged to pay Gigaleads an advance payment to be determined by Gigaleads in all reasonableness, whenever Gigaleads requests it and can reasonably request it.
11.1 All prices are in euros and exclusive of sales tax (VAT) and other government levies unless otherwise agreed.
11.2 Gigaleads reserves the right to make an inflation adjustment once a year.
12.1 Payment of the amount invoiced to the Client should be made within 14 days of the invoice date, unless otherwise agreed, in Dutch currency, by means of deposit in a bank account to be designated by the Client and insofar as the payment relates to work, without any right to discount or settlement.
12.2 If the Customer has not paid within the aforementioned period, or has not paid within the further agreed period, he is legally in default and Gigaleads is entitled, without further summons or notice of default, from the due date to charge the Customer statutory interest until the date of full payment, all without prejudice to Gigaleads’s other rights.
12.3 All costs incurred as a result of judicial or extrajudicial collection of the debt shall be borne by the customer. The extrajudicial costs are set at a minimum of 15% of the amount due, with a minimum of €125.
12.4 In the event of an assignment given jointly, the Principal will be jointly and severally liable for payment of the invoice amount insofar as the work was performed for the joint Principal.
13.1 For all direct damage by the client, in any way related to or caused by the non, untimely or improper execution of the order, Gigaleads shall only be liable to a maximum of the amount of the fee for the relevant order over the last calendar year, unless there is intent or equivalent gross negligence on the part of Gigaleads. Gigaleads is not liable for damage caused by the Client providing incorrect or incomplete information.
13.2 Gigaleads shall never be liable for any indirect damage, including stagnation in the normal course of business in the Client’s company, in any way related to or caused by any fault in the execution of the work by Gigaleads.
13.3 Gigaleads shall at all times be entitled, if and insofar as possible, to undo the damage done by the client.
13.4 The Client shall indemnify Gigaleads for claims by third parties for damage caused by the fact that the Client provided Gigaleads with incorrect or incomplete information, unless the Client proves that the damage is not related to culpable acts or omissions on its part or is caused by malice or gross negligence on the part of Gigaleads.
13.5 Gigaleads is in no way liable for damages if an already scheduled appointment is cancelled.
14.1 Gigaleads reserves the right not to carry out a signed agreement without giving any reason, for example if it has reasonable doubt or information that the Client will not (be able to) meet its (financial) obligations. If Gigaleads refuses to do so it shall inform the Client within 7 (seven) days after the Agreement comes into effect.
14.2 Termination of an agreement shall be by registered mail or confirmed e-mail this may be at the end of each month, without notice.
- Right of suspension
15.1 Gigaleads is entitled to suspend the fulfilment of all its obligations, including the issue of documents or other items to the Client or third parties, until all due and payable claims against the Client have been settled in full.
15.2 The provisions of the first paragraph shall not apply in respect of items or documents of the Client which have not yet been processed by Gigaleads.
- Applicable laws
16.1 Dutch law shall apply to all agreements between the Client and Gigaleads to which these Terms and Conditions apply.
16.2 All disputes regarding agreements between the client and Gigaleads shall be settled by the competent court in the district of Emmen.