1. General

In these general terms and conditions, the following definitions shall apply:

1.1 Client; the natural or legal person who has commissioned Gigaleads to perform work;

1.2 Work; any work commissioned or otherwise performed by Gigaleads.

1.3 Documents; all items made available to Gigaleads by the client, including documents or data carriers, as well as all items produced by Gigaleads in the execution of the assignment.

1.4 Agreement: any agreement between the client and Gigaleads to perform work by Gigaleads on behalf of the client in accordance with the provisions of the order confirmation.

1.5 Processed address: address at which a final result has been achieved and no further (call) action should come from Gigaleads.

1.6 Scheduled appointment: an appointment already made and scheduled by Gigaleads that Client can purchase for a fixed amount.

  1. Applicability

2.1 These terms and conditions apply to all agreements entered into by Gigaleads within the framework of the execution of work. These terms and conditions may be deviated from only if agreed in writing between the parties.

2.2 The client’s general terms and conditions shall only have effect for agreements entered into with Gigaleads insofar as they do not conflict with these terms and conditions.

2.3 Should one or more of the provisions of these terms and conditions or any other agreement with Gigaleads be in conflict with any applicable legal provision, this shall not affect the applicability of the remaining provisions of these terms and conditions.

  1. Commencement and duration of the agreement

3.1 The agreement is first established and commences at the moment the client appears to agree with the work as described in the order confirmation.

3.2 The agreement is entered into for an indefinite period of time unless it follows from the nature or scope of the order granted that it was entered into for a definite period of time.

3.3 If an order is entered into for a definite period and the work is not based on Scheduled Appointments, the client will owe the entire amount stated on the order confirmation upon entering into the agreement, even if Gigaleads invoices this amount in parts.

3.4 Fixed-term assignments cannot be terminated prematurely.

3.5 Client expressly agrees that Gigaleads communicates by electronic means.

  1. Client data

4.1 The client is required to submit all information and documents, which in the opinion of Gigaleads are necessary for the performance of its assignment, in a timely manner.

4.2 If the necessary data and documents are not available to Gigaleads, it is entitled to suspend its performance.

4.3 If to the extent requested by the client, the documents made available shall, subject to the provisions under right of suspension, be returned to the client and/or destroyed.

  1. Assignment execution

5.1 Gigaleads shall determine the method of execution of the awarded order if this method is not specifically described in the order confirmation. Gigaleads will, if possible, take into account timely and responsible instructions provided by the client regarding the execution of the assignment.

5.2 Gigaleads is entitled to have certain work, without notifying the client, performed by third parties. The applicability of Art. 7:404 , Art. 7:407(2) and Art. 7:409 BW is hereby expressly excluded.

  1. Services

6.1 Client grants Gigaleads an exclusive authority for the duration of the agreement to realize sales leads and/or schedule appointments with individuals interested in the client’s services.

6.2 Client can also purchase already Scheduled Appointments directly from Gigaleads.

6.3 Gigaleads may provide supporting sales information to the client upon request.

6.4 Client grants Gigaleads a power of attorney to perform all actions Gigaleads deems necessary in realizing sales leads.

6.5 Gigaleads will use its best efforts to achieve an optimal result, but does not commit to achieving any specific result. All Gigaleads’ announcements of potential outcomes are indicative. Client cannot derive any rights from these communications.

  1. Secrecy and exclusivity

7.1 Gigaleads is obliged to maintain confidentiality with third parties, who are not involved in the execution of the order. This confidentiality concerns all information of a confidential nature made available to him by the client and the results. This obligation does not apply insofar as Gigaleads has a legal duty of disclosure or insofar as the client has released Gigaleads from the duty of confidentiality.

7.2 Gigaleads is entitled to use the numerical results obtained after processing, if anonymized, for statistical, comparative or marketing purposes.

7.3 Except as provided in the previous paragraph, Gigaleads is not entitled to use the information made available to it by the client for a purpose other than that for which it was obtained.

  1. Intellectual property

8.1 Gigaleads reserves all rights in relation to products of the mind which it uses or has used in the execution of the agreement with the client, insofar as rights may exist or be established in a legal sense in respect of those products.

8.2 The client is expressly prohibited from reproducing, publishing or exploiting those products, including computer programs, system designs, working methods, advice, (model) contracts and other intellectual products, with or without the involvement of third parties.

8.3 The client is not permitted to make those products available to third parties, other than to obtain an expert opinion regarding Gigaleads’ work.

  1. Force majeure

9.1 If Gigaleads is unable to fulfill its obligations under the agreement, in a timely manner or properly due to a cause not attributable to it, those obligations will be suspended until such time as Gigaleads is still able to fulfill them in the agreed manner.

9.2 The Client has the right, in the event that the situation referred to in the first paragraph occurs, to terminate the Agreement in whole or in part and with immediate effect in writing or by e-mail.

  1. Fee

10.1 When generating sales leads, the parties agree on the number of addresses processed and rate that will be billed monthly by Gigaleads.

10.2 The parties may agree on a no-cure no-pay settlement method. This is only possible through a signed order confirmation.

10.3 Client can directly purchase already Scheduled Appointments at a fixed price per appointment.

10.4 If Gigaleads provides the sales information, a fee will be charged.

10.5 The Client is required to pay Gigaleads an advance payment, to be reasonably determined by Gigaleads, whenever Gigaleads requests it and can reasonably request it.

  1. Prices

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 apply an inflation adjustment once a year.

  1. Payment

12.1 Payment of the amount invoiced to the Client must be made within 14 days of the invoice date, unless otherwise agreed, in Dutch currency, by means of deposit in favor of a bank account to be designated by the Client and insofar as the payment relates to work, without any right to discount or setoff.

12.2 If the client fails to pay within the aforementioned period, or within the further agreed period, he will be in default by operation of law and Gigaleads will be entitled, without further summons or notice of default, to charge the client statutory interest from the due date until the date of payment in full, without prejudice to Gigaleads’ further rights.

12.3 All costs incurred as a result of judicial or extrajudicial collection of the claim shall be borne by the client. The extrajudicial costs are set at least 15% of the amount to be claimed, with a minimum of €125.

12.4 In the case of a jointly awarded order, clients are jointly and severally liable for payment for the invoice amount insofar as the work was performed on behalf of the joint clients.

  1. Liability

13.1 For all direct damage suffered by the client, in any way related to, or caused by non-, untimely or improper execution of the order, the Gigaleads is only liable up 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 damages, which are caused by the client providing him with incorrect or incomplete information.

13.2 Gigaleads shall never be liable for any indirect damage, including stagnation in the regular course of business in the client’s company, in any way related to or caused by an error in the performance of the work by Gigaleads.

13.3 Gigaleads shall at all times have the right, if and to the extent possible, to undo the client’s damage.

13.4 The client indemnifies Gigaleads against claims by third parties for damage caused by the fact that the client has provided Gigaleads with incorrect or incomplete information, unless the client demonstrates that the damage is not related to culpable acts or omissions on his part or is caused by intent 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.

  1. Termination

14.1 Gigaleads reserves the right, without giving reasons, not to execute a signed agreement, for example if it has reasonable doubt or information that the client will not (be able to) fulfill its (financial) obligations. If Gigaleads refuses, it will notify the client within 7 (seven) days of the occurrence of the agreement.

14.2 Termination of an agreement is done by registered mail or confirmed e-mail this can be at the end of each month, without notice.

  1. Suspension right

15.1 Gigaleads is authorized to suspend the performance of all its obligations, including the surrender of documents or other items to the client or third parties, until such time as all due and payable claims against the client have been paid in full.

15.2 The provisions of the first paragraph do not apply in relation to items or documents of the client that have not yet undergone processing by Gigaleads.

  1. Applicable law

16.1 All agreements between the client and Gigaleads to which these general terms and conditions apply are governed by Dutch law.

16.2 All disputes relating to agreements between the client and Gigaleads shall be settled by the competent court in the district of Emmen.