General Terms and Conditions LeadBlocks

Laura Dechesne acting under the name LeadBlocks (hereinafter: LeadBlocks), is registered with the Chamber of Commerce under number 66754704 and is located at Herenstraat 66 (2271CJ) in Voorburg.

Article 1 – Definitions

1. In these general terms and conditions, the following terms are used in the following sense unless expressly indicated otherwise.
2. Offer: any offer or quotation to the Client for providing Services by LeadBlocks.
3. Company: the natural or legal person who acts in the exercise of a profession or business.
4. Services: the Services that LeadBlocks offers are LinkedIn lead generation for companies as well as advice in this regard.
5. Service Provider: LeadBlocks, which offers Services to the Client hereinafter: LeadBlocks.
6. Client: the natural or legal person who acts in the exercise of a profession or business who has appointed LeadBlocks, has provided projects to LeadBlocks for Services that are performed by LeadBlocks, or to which LeadBlocks has made a proposal based on an Agreement.
7. Agreement: any Agreement and other obligations between the Client and LeadBlocks, as well as proposals from LeadBlocks for Services that are provided by LeadBlocks to the Client and that are accepted by the Client and are accepted and performed by LeadBlocks, with which these general terms and conditions form an inseparable whole.

Article 2 – Applicability

1. These general terms and conditions apply to every Offer from LeadBlocks, every Agreement between LeadBlocks and the Client, and every service offered by LeadBlocks.
2. Deviation from these general terms and conditions is not possible. In exceptional situations, it is possible to deviate from the general terms and conditions insofar as this has been explicitly agreed in writing with LeadBlocks.
3. These general terms and conditions also apply to additional, amended, and follow-up orders from the Client.
4. The general terms and conditions of the Client are excluded.
5. The applicability of Articles 7:404 of the Dutch Civil Code and 7:407 paragraph 2 of the Dutch Civil Code is explicitly excluded.
6. If reference is made to she/her in these general terms and conditions, this should also be understood as a reference to he/him/his, if and insofar as applicable.

Article 3 – The Offer

1. All offers made by LeadBlocks are without obligation unless explicitly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be expressly stated in the Offer.
2. LeadBlocks is only bound by an Offer if it is confirmed in writing by the Client within 30 days. Nevertheless, LeadBlocks has the right to refuse an Agreement with a (potential) Client for a reason that is well-founded for LeadBlocks.
3. The offer contains a description of the Services offered. The description is sufficiently specified so the Client can assess the offer properly. Any information in the offer is only an indication and cannot be grounds for any compensation or dissolution of the Agreement.

Article 4 – Conclusion of the Agreement

1. The Agreement is concluded when the Client has accepted an Offer or Agreement from LeadBlocks by returning a signed copy (scanned or original) to LeadBlocks or gives an explicit and unambiguous agreement on the Offer by email.
2. Every Agreement that is entered into with LeadBlocks or a project awarded to LeadBlocks by the Client rests with the company and not with an individual person associated with LeadBlocks.
3. The Client’s right of withdrawal is excluded unless otherwise agreed.

Article 5 – Term of the Agreement

1. The Agreement is entered into for an indefinite period unless the content, nature, or purport of the assignment implies that it has been entered into for a definite period. The duration of the assignment also depends on external factors, including but not limited to the quality and timely delivery of the information that LeadBlocks obtains from the Client.
2. The dissolution of the Agreement does not affect the Client’s payment obligations insofar as LeadBlocks has already performed work or delivered services at the time of the dissolution. The client must pay the agreed fee.
3. The first two months of the Agreement count as a trial period. In the event of cancellation within the first two months, LeadBlocks is entitled to charge 50% of the quotation amount to the Client. After the trial period has expired, the Agreement can be terminated on a monthly basis.

Article 6 – Performance of the service

1. LeadBlocks will make every effort to perform the agreed service with the greatest possible care, as may be expected of a good service provider. LeadBlocks guarantees a professional and independent service. All Services are performed based on a best efforts obligation unless a result has been explicitly agreed upon in writing and described in detail.
2. The information and data provided by the Client are the basis on which the Services offered by LeadBlocks and the prices are based. LeadBlocks has the right to adjust its services and prices if the information provided is incorrect and/or incomplete.
3. LeadBlocks is entitled to engage third parties to perform the Services at its discretion.
4. If the Client refers a customer to LeadBlocks, the Client will receive a certain percentage of the total turnover. As soon as LeadBlocks has brought in a new customer by the Client, the Client will receive a certain percentage of the total turnover per year or a discount on the current Agreement during the first year of the Agreement.

Article 7 – Obligations of the Client

1. The Client is obliged to provide all information requested by LeadBlocks as well as relevant appendices and related information and data promptly and/or before the start of the work and in the desired form for correct and efficient execution of the Agreement. Failing this, it may happen that LeadBlocks is unable to realize a full implementation and/or delivery of the relevant documents. The consequences of such a situation are, at all times, at the expense and risk of the Client.
2. LeadBlocks is not obliged to check the correctness and/or completeness of the information provided to it or to update the Client with regard to the information if it has changed over time, nor is LeadBlocks responsible for the correctness and completeness of the information compiled by LeadBlocks for third parties and/or provided to third parties in the context of the Agreement.
3. If this is necessary for the execution of the Agreement, LeadBlocks may request additional information. Failing to provide this, LeadBlocks is entitled to suspend its activities until the information has been received, without being obliged to pay any compensation for whatever reason towards the Client. In the event of changed circumstances, the Client must notify LeadBlocks immediately or no later than three working days after the change has become known.

Article 8 – Advice

1. LeadBlocks can draw up advice, plan of approach, design, planning, and/or reporting for the benefit of the service if instructed to do so. This content is not binding and only advisory in nature, but LeadBlocks will observe its duties of care. The client decides whether to follow the advice and is under their responsibility.
2. The advice provided by LeadBlocks, in whatever form, can never be regarded as binding advice.
3. At the first request of LeadBlocks, the Client is obliged to assess the proposals it has provided. Suppose LeadBlocks is delayed in its work because the Client does not provide an assessment or does not provide a timely assessment of a proposal made by LeadBlocks; in that case, the Client is at all times responsible for the resulting consequences, such as delay.

Article 9 – Lead

Generation 1. LeadBlocks will carry out every assignment with the greatest possible care and will search for leads to the best of its ability in accordance with the vision of LeadBlocks. LeadBlocks has complete freedom in a relevant search and includes the Client’s vision and/or criteria.

2. If LeadBlocks supplies leads for the Client’s benefit, LeadBlocks is in no way responsible or liable for the quality of the leads supplied or the possible outcome of the contact between the Client and the leads.
3. The Client must notify LeadBlocks of dissatisfaction before the campaign goes live. Should the campaign result in damage to the Client’s image, LeadBlocks is never responsible for all damage resulting therefrom.
4. The Client shall ensure that LeadBlocks has access to the current agenda (restrictions) of the person(s) to be scheduled to map out the availability. The client is hereby responsible for checking the agenda before the collaboration and thus ensuring the correct availability. If necessary, the Client must update the agenda during the process so that no unnecessary duplication occurs, and the appointment has to be rescheduled.
5. Rescheduling the appointment on its initiative or contacting the lead before the appointment, other than sending an appointment confirmation, is entirely at the expense and risk of the Client.

Article 10 – Setting up campaigns

1. All campaigns developed by LeadBlocks remain the property of LeadBlocks and can be transferred at the Client’s request unless the Client expressly acquires the intellectual property rights.
2. The nature of the service means that any results to be achieved depend on various external factors that can influence the results of the service, such as the quality and availability of the software or third-party services required for the performance of the service. External factors, such as, but not limited to, algorithms, rules, guidelines, policy, technological developments, and human actions, such as surfing behavior, can influence the results and working method of LeadBlocks. LeadBlocks will carry out its activities with due observance of the aforementioned factors and consider any changes thereto. The aforementioned provisions never provide the Client with a ground for dissolution of the Agreement or a right to compensation.
3. If the Client wishes to make interim changes to the campaigns or has such changes made by third parties, it must first consult with LeadBlocks before implementing these changes. The Client is responsible for all consequences of changes or adjustments at the Client’s initiative that have not been explicitly approved in advance by LeadBlocks or that it has otherwise agreed to in advance. Any harmful consequences due to the aforementioned changes or adjustments are no ground for liability of LeadBlocks.

Article 11 – Additional work and changes

1. If during the performance of the Agreement it appears that the Agreement needs to be adjusted, or if further work is required at the Client’s request to achieve the desired result for the Client, the Client is obliged to pay for work in accordance with the agreed rate. LeadBlocks is not obliged to comply with this request and may require the Client to conclude a separate Agreement and/or refer it to an authorized third party.
2. If the additional work is the result of negligence on the part of LeadBlocks, LeadBlocks has made an incorrect estimate or could have reasonably foreseen the work in question, these costs will not be passed on to the Client.

Article 12 – Prices and payment

1. All prices are, in principle, exclusive of turnover tax (VAT) unless otherwise agreed.
2. LeadBlocks performs its services in accordance with the agreed rate.

Article 13 – Privacy, data processing, and security

1. LeadBlocks handles the (personal) data of the Client with care and will only use it in accordance with the applicable standards. If requested, LeadBlocks will inform the data subject about this.
2. The Client is responsible for processing data that is processed using a service of LeadBlocks. The Client also guarantees that the content of the data is not unlawful and does not infringe any rights of third parties. In this context, the Client indemnifies LeadBlocks against any (legal) claim related to this data or the execution of the Agreement.

Article 14 – Force majeure

1. LeadBlocks is not liable if it is unable to fulfill its obligations under the Agreement as a result of a force majeure situation.
2. Force majeure on the part of LeadBlocks, in any case, includes, but is not limited to: (i) force majeure of suppliers of LeadBlocks, (ii) failure to properly fulfill obligations of suppliers that the Client or its third parties have given to LeadBlocks. prescribed or recommended, (iii) defective software or any third parties involved in the performance of the service, (iv) government measures, (v) failure of electricity, internet, data network, and/or telecommunication facilities, (vi) illness of employees of LeadBlocks or advisors engaged by it and (vii) other situations that, in the opinion of LeadBlocks, fall outside its sphere of influence that temporarily or permanently prevent the fulfillment of its obligations.
3. In the event of force majeure, both Parties have the right to dissolve the Agreement in whole or in part. In that case, all costs incurred before the dissolution of the Agreement will be paid by the Client. LeadBlocks is not obliged to compensate the Client for any losses caused by such revocation.

Article 15 – Limitation of liability

1. If any result laid down in the Agreement is not achieved, a shortcoming on the part of LeadBlocks will only be deemed to exist if LeadBlocks has expressly promised this result when accepting the Agreement.
2. In the event of an attributable shortcoming on the part of LeadBlocks, LeadBlocks is only obliged to pay any compensation if the Client has given LeadBlocks notice of default within 14 days after discovery of the shortcoming and LeadBlocks has not subsequently remedied this shortcoming within a reasonable period. The notice of default must be submitted in writing and contain an accurate description/substantiation of the shortcoming so that LeadBlocks is able to respond adequately.
3. If the performance of Services by LeadBlocks leads to liability on the part of LeadBlocks, that liability is limited to the total amount invoiced in the context of the Agreement, but only with regard to the direct damage suffered by the Client unless the damage is the result of intent or recklessness bordering on intent on the part of LeadBlocks. Direct damage is understood to mean: reasonable costs incurred to limit or prevent direct damage, determining the cause of damage, direct damage, liability, and the method of repair.
4. LeadBlocks expressly excludes all liability for consequential damage. LeadBlocks is not liable for indirect damage, trading loss, loss of profit and/or loss suffered, missed savings, damage due to business interruption, capital losses, delay damage, interest damage, and immaterial damage.
5. The Client indemnifies LeadBlocks against all third-party claims due to a defect from a service provided by the Client to a third party and partly consisted of Services provided by LeadBlocks unless the Client can demonstrate that the service that solely caused the damage is from LeadBlocks.
6. Any advice provided by LeadBlocks, based on information that is incomplete and/or incorrectly provided by the Client, is never a ground for liability on the part of LeadBlocks.
7. All claims by the Client due to shortcomings on the part of LeadBlocks will lapse if these have not been reported to LeadBlocks in writing and with reasons within one year after the Client was aware or could reasonably have been aware of the facts on which it bases its claims. One year after the termination of the Agreement between the parties, the liability of LeadBlocks lapses.

Article 16 – Confidentiality

1. LeadBlocks and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. Confidentiality arises from the assignment and must also be assumed if it can reasonably be expected that it concerns confidential information. Confidentiality does not apply if the information in question is already public/commonly known, the information is not confidential, and/or the information was not disclosed to LeadBlocks during the Agreement with the Client and/or was obtained by LeadBlocks in any other way.
2. The transfer or dissemination of information to third parties and/or publication of statements, advice, or productions provided by LeadBlocks to third parties requires the written permission of LeadBlocks unless such permission has been expressly agreed in advance. The Client will indemnify LeadBlocks against all claims by such third parties as a result of reliance on such information distributed without LeadBlocks’ written consent.
3. LeadBlocks and the Client also impose the confidentiality obligation on the third parties to be engaged by them.

Article 17 – Intellectual Property

Rights 1. All IP rights and copyrights of LeadBlocks, including in any case, but not limited to all designs, models, reports, and advice, rest exclusively with LeadBlocks and are not transferred to the Client unless expressly agreed otherwise.

2. If it has been agreed that one or more of the aforementioned items or works of LeadBlocks will be transferred to the Client, LeadBlocks is entitled to conclude a separate Agreement for this and to demand appropriate monetary compensation from the Client. The Client must pay such compensation before it acquires the relevant items or works with the IP rights resting thereon.

Article 18 – Complaints

1. If the Client is not satisfied with the service of LeadBlocks or otherwise has complaints about the execution of its assignment, the Client is obliged to report these complaints as soon as possible, but at the latest within seven calendar days after the relevant reason for the complaint being reported. Complaints can be reported verbally or in writing via [email protected] with the subject “Complaint.”
2. The parties will try to reach a solution together.

Article 19 – Applicable law

1. The legal relationship between LeadBlocks and the Client is governed by Dutch law.
2. All disputes arising from or as a result of the Agreement between LeadBlocks and the Client will be settled by the competent court of the District Court of The Hague, location The Hague, unless mandatory provisions designate another competent court.

Voorburg, September 1, 2022.