Article 1 – General
These are the General Terms and Conditions of Sales Optimization B.V., a private company with limited liability (besloten vennootschap met beperkte aansprakelijkheid) with its corporate seat in Amsterdam, and its business address at Johan Huizingalaan 763 A, 1066 VH Amsterdam (Netherlands), registered with the trade register of the Chamber of Commerce under number 88991229 (hereinafter referred to as: “SO”).
SO provides services, including but not limited to Prospecting as a Service, LinkedIn Outreach and Flexible Commercial Capacity (hereinafter together referred to as: the “Service”), to any legal entity or natural person that enters into an agreement with SO (hereinafter referred to as: the “CLIENT”).
In these General Terms and Conditions, any agreement between SO and the CLIENT regarding the provision of the Service will be referred to as: the “Agreement”.
Article 2 – Applicability
These General Terms and Conditions apply to all offers, Agreements and legal relationships between SO and the CLIENT, to the exclusion of any general terms and conditions of the CLIENT, unless expressly agreed otherwise in writing.
Any deviations from and additions to these General Terms and Conditions shall only be valid if expressly and in writing agreed upon.
If any provision forming part of these General Terms and Conditions and/or of the Agreement is or becomes void or voidable, the General Terms and Conditions and/or the Agreement shall remain in force to the extent possible and the relevant provision shall promptly be replaced by a provision agreed upon by the parties that as closely as possible achieves the purpose of the original provision.
Article 3 – Offer and Agreement
All offers and quotations from SO, in any form, are without obligation and shall remain valid for a period of thirty (30) days, unless explicitly stated otherwise.
Agreements to which SO is a party will be deemed to have been entered into after the CLIENT signs an offer or quotation from SO, or when SO has commenced with providing the Service with the CLIENT’s knowledge.
All Agreements will be accepted and performed exclusively by SO, excluding provisions of Sections 7:404 and 7:407(2) of the Dutch Civil Code. All those who are, have been, or will be working at or on behalf of SO will not be bound in their capacity as private individuals. In the performance of professional services, all such persons act on account of and for the risk and benefit of SO.
Article 4 – Fees and Payment
The CLIENT will owe a fee for all Services performed by SO under the Agreement (“Fee”). The Fee is stated in the Agreement, and SO shall invoice the CLIENT for the Fee in the manner agreed in the Agreement.
The Fee is exclusive of VAT or any other applicable taxes, and the CLIENT shall pay all taxes applicable to payments between the parties under an Agreement.
SO will have the discretion to adjust the agreed Fee within reasonable margins once per 12-month period (e.g. in connection with an increase in the price levels or inflation). SO will notify if the change involves an increase other than as result of annual price indexation.
Payment of invoices must be effected within fourteen (14) days of the invoice date without any deduction, suspension or set-off. If this term is exceeded, the CLIENT will be in default by operation of law. SO will then be entitled, without further summons or notice of default, to charge the CLIENT the legal interest rate for commercial contracts applicable in the Netherlands, as specified in Section 6:119(a) and Section 6:120(2) of the Dutch Civil Code. Moreover, if the payment term is exceeded, the CLIENT will be invoiced for any efforts in connection with debt collection.
Objections to invoices do not suspend the payment obligation.
Article 5 – Data Protection
In the execution of the Service, SO may process personal data on behalf of the CLIENT. In this context, SO acts as a “processor” and the CLIENT acts as a “controller” within the meaning of the General Data Protection Regulation (“GDPR”). SO and the CLIENT shall conclude a Data Processing Agreement (“DPA”) that governs the processing of personal data. In case of conflict between these General Terms and Conditions and the DPA, the DPA shall prevail with respect to data processing.
The CLIENT shall implement reasonable safeguards to prevent unauthorized access to, use of, or disclosure of SO’s data.
The CLIENT is responsible for ensuring that a legal basis for processing personal data is always available. Notwithstanding the provisions elsewhere in these General Terms and Conditions, any damage suffered by SO as a result of the CLIENT’s failure to comply with this obligation, including fines imposed by supervisory authorities, compensation to be paid to data subjects, and reputational damage to SO, shall be borne by the CLIENT.
SO may collect, use and process personal data pertaining to the CLIENT and/or persons affiliated with or working for/on behalf of the CLIENT. SO maintains a privacy statement that provides information on how SO processes personal data. This privacy statement can be found on the website: https://www.leadhq.io/privacy-policy-sales-optimization/.
SO may anonymously compile statistical information related to the performance of the service of SO for purposes of improving the Service, but only if such information does not identify the data as CLIENT’s or otherwise include CLIENT’s name.
Article 6 – Mutual Representations
By entering into an Agreement, the parties mutually declare that they are authorized to do so.
Neither party is under any restriction or obligation that the party could reasonably expect might affect the party’s performance of its obligations under an Agreement.
Article 7 – Performance of the Service
SO will perform the Service with due care and in accordance with professional standards. SO explicitly does not guarantee the achievement of any intended and/or specific result.
To the best knowledge of SO, the Service does not infringe upon or violate any intellectual property right of any third party.
Article 8 – Confidentiality
Each party shall keep the data and information provided by or on behalf of the other party in connection with the provision of the Service and/or the Agreement (the “Confidential Information”) strictly confidential and shall not disclose it to any third party, except as required by law or with the prior written consent of the other party.
The confidentiality obligation does not apply to information that (i) is or becomes publicly available other than through a breach of Article 8.1, (ii) was already lawfully in the receiving party’s possession, or (iii) is lawfully disclosed by a third party.
Upon termination of the Agreement, each party shall promptly return or destroy all Confidential Information of the other party.
Article 9 – Intellectual Property
All intellectual property rights regarding the Service, including but not limited to software, methodologies, reports, systems, working methods, documentation, modifications, improvements, upgrades and SO’s name, logos and trademarks, shall remain to SO or its licensors, unless explicitly agreed otherwise in writing.
The CLIENT agrees that it does not have, nor will it claim, any right, title or interest in the Service or any other SO product or service or software or any underlying technology, software, applications, data, methods of doing business or any elements thereof, or any content provided including the content, images, videos, and any like artifacts provided by SO. The CLIENT acknowledges that all information, data and reports received from SO as part of the Service are proprietary to and owned by SO. If instructed to do so by SO, the CLIENT will immediately discontinue the use of any such reports or data, and any other material owned by SO.
The CLIENT receives a non-exclusive, non-transferable, non-sublicensable license to use the results of the Service solely for its internal business purposes.
All rights not expressly granted are reserved by SO.
Article 10 – Indemnification
The CLIENT shall indemnify and hold SO harmless against all claims from third parties arising from or in connection with the use of the Service by CLIENT, except to the extent such claims result from SO’s wilful misconduct or gross negligence.
The CLIENT guarantees the accuracy, lawfulness and completeness of the data and information provided to SO and indemnifies SO against all claims from third parties related to the use of this data and information.
Article 11 – Term and Termination
The Agreement is entered into for the term as specified in the Agreement.
Either party may terminate the Agreement in writing with due observance of the notice period specified in the Agreement.
Either party may terminate the Agreement with immediate effect in writing if the other party applies for a suspension of payments, is declared bankrupt, or if the other party’s business is liquidated or terminated.
In the event of termination of the Agreement, the CLIENT shall:
immediately pay to SO all amounts outstanding as of the date of, and any amounts outstanding as a result of, the termination; and
cease all use of the Service upon the effective date of the termination.
The CLIENT will have thirty (30) days from the date of the termination to retrieve any data that the CLIENT wishes to keep.
Article 12 – Liability
If SO is liable, liability will be limited to the liability set forth in this Article 12.
SO will never be liable for:
indirect losses, including consequential losses, lost profits, missed savings and losses due to business interruption;
losses resulting from unlawful, improper or unprofessional use of the Service by the CLIENT or a third party;
any losses resulting from the use of data of information provided by the CLIENT.
If SO is liable for losses, SO’s total aggregate liability for all claims arising out of or in connection with this Agreement will be limited to a maximum of the amount of the payout from the insurer of SO, or, if no insurance applies, to a maximum of the total Fees paid by the CLIENT to SO in the twelve (12) months immediately preceding the event giving rise to the liability.
Any claims for losses must be submitted to SO in writing without delay, but no later than thirty (30) days after the loss occurs.
The limitations of liability for losses contained in these General Terms and Conditions do not apply it the loss is due to wilful misconduct or gross negligence by SO.
SO is not liable for any failure to perform its obligations under the Agreement due to causes beyond its reasonable control (“Force Majeure Event”), which shall include, but not be limited to, any circumstance independent of SO’s will (even if it was foreseeable when the Agreement was entered into) which permanently or temporarily prevents performance of the Agreement by SO or makes it unreasonably unerous, and, insofar as not already included, war, threat of war, civil war, riots, strikes, lockouts, transport difficulties, import and export restrictions, government measures, fire, terrorism, epidemics and pandemics, natural disasters, extreme weather conditions, limited availability of energy, power outages, failure of internet, computer network and telecommunication facilities, cybercrime and defects and delays in delivery by suppliers as a result of circumstances mentioned in this paragraph.
Any action for losses against employees, freelancers or directors of SO is excluded. This third-party clause has been stipulated for the benefit of the persons mentioned who will be able to rely on this provision at all times.
SO will not be liable in the event or to the extent that CLIENT can recoup damages or costs referred to in this Article 12 either directly from a third party or from CLIENT’s own insurance company.
Article 13 – Acquisition of Personnel
For the duration of the Agreement between parties and for a period of one (1) year after termination of the Agreement, irrespective of the reason for the termination, it is forbidden for the CLIENT and businesses affiliated to it to, without the written consent of SO, directly or indirectly, paid or unpaid, solicit for employment or otherwise engage any employee, freelancer or contractor of SO who was involved in the provision of the Service under the Agreement.
In the event of a breach of Article 13.1, the CLIENT forfeits to SO an immediately payable penalty of € 35,000.00 (thirty-five thousand Euros) each time this provision is violated, increased by a fine of € 500.00 (five hundred Euros) per day (part thereof included) for every day that the violation continues, without prejudice to the right of SO to claim full compensation for the losses suffered in addition to collecting the penalties.
The penalty referred to in Article 13.2 shall not be subject to judicial mitigation.
Article 14 – Complaints
Complaints from the CLIENT regarding the Service provided by SO must be communicated in writing to SO no later than thirty (30) days after the completion of the Service. Failure to submit a timely complaint shall be deemed acceptance of the Service.
Complaints shall never suspend the CLIENT’s obligation to make payment.
Article 15 – Right of suspension
SO is entitled to suspend the provision of the Service, until all due and payable claims against the CLIENT have been settled in full.
Article 16 – Amendment
SO reserves the right to amend these General Terms and Conditions. Amendments shall become effective thirty (30) days after written notice to the CLIENT, unless the CLIENT objects in writing within such period.
Article 17 – Miscellaneous
The CLIENT may not assign an Agreement or any of their rights or obligations under an Agreement without the prior written consent of SO.
The parties shall give all notices and communications between the parties in writing by electronic mail to the party’s address specified in the Agreement, or to the address that a party has notified to be that party’s address for the purposes of this Article 17.2. A notice given under an Agreement will be effective on the other party’s receipt of it, or if mailed, the earlier of the other party’s receipt of it and the fifth business day after mailing it.
If any part of an Agreement is declared unenforceable or invalid, the remainder will continue to be valid and enforceable.
A party’s failure or neglect to enforce any of its rights under an Agreement will not be deemed to be a waiver of that or any other of its rights.
No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy.
Article 18 – Governing law
Any Agreement between SO and the CLIENT shall be governed by and construed, performed and enforced in accordance with the laws of the Netherlands.
The relationship between SO and the CLIENT, and all legal actions resulting from this relationship, will be governed exclusively by Dutch law.
Any disputes arising out of or in connection with the Agreement shall be submitted exclusively to the competent court in Amsterdam, the Netherlands, unless SO chooses otherwise.
The language of proceedings shall be Dutch, unless otherwise agreed.