General Terms and Conditions
HiLeads B.V.
Article 1: Definitions
In this agreement, the following terms, both singular and plural, have the following meanings:
HiLeads: HiLeads B.V., the private limited company, registered in the Chamber of Commerce in The Netherlands under number 76943097.
Partner: Service providers, natural and/or legal persons, who have joined HiLeads, to whom HiLeads offers to supply goods or services or to undertake work.
Applicant(s): Natural and/or legal persons interested in a service from one of HiLeads' Partners who provide their contact details to HiLeads and wish to get in touch with HiLeads' Partners in a specific field, professional group, or sector.
Agreement: Any agreement to which these general terms and conditions apply. These conditions, to the exclusion of third-party terms, apply to all deliveries of goods or services from HiLeads to Partner, as well as all related agreements and legal acts.
Service: The service offered on the website of HiLeads.
Lead: An expression of interest by an Applicant in a particular product or service of a Partner. This expression of interest may lead to an agreement between the applicant and the partner. The Applicant understands that Partners will contact them.
Partner Page: The (personal) environment of the Partner on the website, which is only accessible to the Partner after entering their login details.
Personal Data: Any information about an identified or identifiable natural person; an identifiable person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier, or one or more factors specific to the physical, physiological, genetic, mental, economic, cultural, or social identity of that natural person.
Website: hileads.nl, www.hileads.be, and other sites owned by HiLeads.
Controller: A natural person or legal entity, a public authority, an agency or other body which, alone or jointly with others, determines the purposes and means of the processing of personal data; where the purposes and means of such processing are determined by Union or Member State law, the controller or the specific criteria for its nomination may be provided for by Union or Member State law.
Article 2: Applicability
2.1: These general terms and conditions apply to all offers, quotations, and agreements between HiLeads and Partners. HiLeads does not accept any general terms and conditions from its Partners unless expressly agreed otherwise in writing.
2.2: Deviation from these general terms and conditions is only possible if expressly agreed upon in writing by the parties.
2.3: Not only HiLeads, but also all persons engaged by HiLeads in the execution of any assignment from the Partner, can invoke these general terms and conditions.
Article 3: Service Provision
3.1: HiLeads brings together Partners and Applicants of products and/or services via its website. HiLeads merely has a facilitating role in this and brings together supply and demand. HiLeads is not obligated towards its Partners to achieve a specific result. HiLeads is also not obliged to provide leads to the Partner. HiLeads will never become a party to any agreement that may (possibly) be concluded between Partner and Applicant. HiLeads is in no way responsible or liable for what occurs between Partner and Applicant.
3.2: The number of leads to be provided is agreed upon in the order confirmation. This number can be adjusted in consultation with and upon approval by HiLeads. Leads are made available to the Partner by HiLeads via the Partner page, email, Google Drive file, webhook, and/or API connection. This is a fully automated process.
3.3: HiLeads provides the received lead from the Applicant to a maximum of four Partners.
3.4: A lead consists partly of personal data. The data and description of the Applicant's needs provided with the lead are indicative.
3.5: Partner acknowledges the commercial importance of promptly following up on the received lead. Within one working day of receiving the lead, Partner or a representative must attempt to contact the Applicant using the contact details provided in the lead. Partner is solely responsible for the proper follow-up and execution of the obtained lead.
3.6: Partner shall treat all received personal data completely confidentially, in accordance with applicable law.
3.7: Partner guarantees that they have professional experience in the relevant field and have an adequate and operational business operation, which complies with the relevant regulations and requirements set in the relevant industry.
3.8: In the absence of competitors or exclusivity, leads will not be approached or reactivated by HiLeads for a minimum of seven days after delivery.
3.9: Partner is obligated to provide a valid and functioning email address to HiLeads.
3.10: Partners can specify a maximum for receiving leads. The maximum number of set leads can be exceeded by a maximum of 10%.
3.11: Only leads actually sent by HiLeads will be invoiced.
3.12: HiLeads reserves the right to determine which Partners to send leads to.
3.13: Partner guarantees that all data provided to HiLeads in the context of the services is correct and up to date and that they are authorized to use HiLeads' services. Partner shall immediately inform HiLeads if data has changed or is found to be incorrect. Additionally, Partner guarantees compliance with applicable laws and regulations and is registered with the Chamber of Commerce and will maintain this registration throughout the duration of the agreement with HiLeads.
3.14: If leads are delivered via the partner's API, the partner is not permitted to limit the functionality of the API, partially or fully disable the API, or perform any actions that negatively impact the performance or availability of the API without consulting HiLeads. Violation of this provision entitles HiLeads to charge for the undelivered leads resulting from this and to claim compensation for any losses or damages arising from the violation.
Article 4: Reclamations
4.1: It is possible for Partners to make reclamation about leads. For this, there must be a valid reason, namely:
- The data of a lead matches a previous lead in the preceding 14 days.
- The provided phone number and email address of the Applicant are demonstrably incorrect, making it impossible for the Partner to contact the Applicant by phone or email.
- The postcode provided by the Applicant does not match the region indicated by the Partner.
- The lead concerns a job application, study project, or market research.
4.2: When there is a fixed rejection percentage agreed upon in the order confirmation, no Reclamation can be made based on article 4.1.
4.3: Unless otherwise agreed upon in writing, the Partner must submit a reclamation request to HiLeads within five working days of receiving the lead. The reclamation must be submitted via the HiLeads Partner Page. The reclamation will be processed by HiLeads, and if the reclamation is approved, one of the following compensations will be applied: 1) a new lead will be provided as compensation, 2) it will be adjusted on the next invoice, or 3) a credit invoice will be generated. HiLeads reserves the right to determine which compensation is applied. Additionally, HiLeads reserves the right to determine whether a reclamation request is justified or not.
Article 5: The Agreement
5.1: A service provider, natural person, and/or legal entity can join HiLeads as a Partner. Such a request can be made via one of the websites operated by HiLeads. When HiLeads receives a request to become a Partner of HiLeads, HiLeads will process this request. HiLeads is free to refuse such a request without giving a reason.
5.2: After agreeing on the parameters, consisting of the sector, category, region, and country from which the Partner wishes to receive Leads, a digital agreement will be sent. The Partner accepts the contents of these terms and conditions upon signing.
5.3: The agreement between HiLeads and the Partner is, with regard to the obligations of HiLeads, a best efforts obligation and does not entail a performance obligation by HiLeads. HiLeads endeavors to generate relevant Leads for its Partner. HiLeads is not obligated to achieve a specific result for its Partners. This includes, but is not limited to, HiLeads not being obliged to generate a certain minimum quantity of Leads for its Partners, unless expressly stated otherwise in the agreement or these terms and conditions. HiLeads also does not guarantee that Applicants will become customers of Partners.
5.4: Deadlines applicable to HiLeads are not final, unless expressly and in writing agreed upon by the parties in the agreement. An agreed deadline applicable to HiLeads only starts after the agreement has been concluded and all data necessary for the execution of the agreement are in the possession of HiLeads. An agreed deadline applicable to HiLeads is extended by at least the number of days that have elapsed between the conclusion of the agreement and the moment when all data necessary for the execution of the agreement are in the possession of HiLeads.
5.5: HiLeads is not liable for damages or costs incurred by the Partner as a result of the use or inability to use the Partner page.
5.6: The password provided by the Partner for the Partner page is confidential, and the Partner is responsible for all actions that take place on their Partner page. HiLeads is entitled at all times to block the Partner page without any liability arising for HiLeads.
5.7: The agreement concluded between Partner and HiLeads can be terminated by either party by notice by email, via administratie@hileads.nl. This can be done without giving reasons, with due observance of the notice period agreed upon in the agreement. HiLeads aims to process terminations within 48 hours. If a term is agreed upon in the agreement, the agreement is entered into for that specific period, and interim termination is not possible.
5.8: The Partner will always provide HiLeads with all useful and necessary data or information for the proper performance of the agreement between the parties in a timely manner and provide all cooperation.
5.9: The termination of the agreement between Partner and HiLeads does not automatically lead to the deletion of personal data. The Partner must explicitly submit a written request for this in accordance with the applicable law. HiLeads undertakes to execute the request for deletion within the legally permitted period, provided there are no circumstances that invalidate the right to deletion.
5.10: If the Partner becomes bankrupt, applies for a suspension of payments, ceases business operations, or acts in violation of these terms or other provisions of the agreement, HiLeads has the right to terminate the agreement without observing a notice period, subject to rights.
Article 6: Rates and Payment
6.1: For each Lead provided by HiLeads to the Partner, a claim against the Partner arises. The rates as stated in the agreement apply. The rates are in euros and exclude value-added tax (VAT) and any other government-imposed levies.
6.2: Payment to HiLeads is not dependent on the outcome of the leads provided.
6.3: Unless otherwise agreed in advance, HiLeads is at all times entitled to change its rates. Rate changes will be notified by email.
6.4: Partners will receive an invoice by email.
6.5: Payments not made by direct debit must be made by the Partner within fourteen days of the invoice date by transferring the amount due to HiLeads' bank account.
6.6: Without explicit written consent from HiLeads, a Partner may not set off, suspend, or transfer rights and/or obligations.
6.7: For each late payment, the Partner is liable for statutory commercial interest + 5% from the moment of default, without the need for notice of default.
6.8: If the Partner remains in default despite reminders, HiLeads will assign its claim for collection to third parties.
6.9: In the event of late payment, the Partner, in addition to the amount due and the interest accrued thereon, is obliged to fully compensate for reasonable costs incurred for both extrajudicial and judicial collection, including but not limited to the costs of lawyers, bailiffs, and collection agencies.
6.10: The claim for payment is immediately due and payable if the Partner is declared bankrupt, applies for a suspension of payments, has a general attachment placed on its assets, dies, or, if it is liquidated or dissolved.
6.11: When a claim has been assigned to a collection agency, HiLeads has the right to suspend or terminate the agreement immediately. If the payment obligation is not fulfilled within 48 hours after termination, the Partner must pay a penalty of 50% of the agreed lead quantities in the order confirmation for the remaining contractual term.
Article 7: Liability
7.1: HiLeads is not liable to Partner for any damage whatsoever. Defects of any kind, disappointment experienced by Partner, or deviations from the lead provided by HiLeads do not entitle any compensation and/or offset. HiLeads explicitly is not involved in any potential agreements or otherwise between an Applicant and Partner. Partner is solely responsible for fulfilling all legal obligations and for entering into an agreement with the Applicant and its content.
7.2: Any liability arising from intent or gross negligence on the part of HiLeads towards Partner arising from or in connection with the agreement concluded between HiLeads and Partner is at all times limited to any direct damages. HiLeads shall never be liable for indirect or consequential damages. HiLeads is never liable for turnover loss and/or loss of profit.
7.3: HiLeads' liability is in any case limited to the amount of the invoice related to the execution of the agreement concluded between HiLeads and Partner. In addition, HiLeads' liability is in any case limited to the maximum amount that, in the event of liability, is paid out under HiLeads' liability insurance, increased by the applicable deductible.
7.4: Partner indemnifies HiLeads against all claims from third parties and fully indemnifies HiLeads in this regard, to the extent permitted by law.
Article 8: Complaints
8.1: Any complaints from Partner regarding the delivered lead must be communicated to HiLeads in writing within five working days of the receipt of the lead by Partner.
8.2: The guidelines for reclaiming leads are included in article 4 of these general terms and conditions.
8.3: Partner shall not make negative statements about the website and the services of HiLeads and/or its affiliated companies.
Article 9: Intellectual Property Rights
9.1: The content of the HiLeads website, including but not limited to texts, images, design, documents, methods, is owned by HiLeads and is protected by copyrights and intellectual property rights. Partner is not allowed to reproduce or make available the website or any part thereof without permission from HiLeads.
Article 10: Force Majeure
10.1: If performance of the agreement by HiLeads cannot reasonably be expected due to a state of force majeure, HiLeads is entitled to suspend the delivery of its services until this state of force majeure ends. Force majeure shall always include, among other things, business disruptions or interruptions of any kind, regardless of the cause.
10.2: In case of a force majeure event:
- the Partner is not entitled to terminate the agreement; and
- the Partner is not entitled to any (damages) compensation, even if HiLeads may have benefited from the force majeure.
Article 11: Amendments
11.1: HiLeads is authorized to unilaterally amend the provisions of these general terms and conditions at any time and declare the amended conditions applicable to its agreements, quotations, offers, and performances. HiLeads will inform Partner about the changes via email or otherwise.
11.2: If for any reason one or more provisions of these conditions prove to be void, voidable, or invalid, the remaining provisions shall remain in full force. Partner and HiLeads will consult each other to replace the relevant provisions with agreements that as closely as possible approximate the original provisions.
11.3: The failure to enforce or invoke a provision in the general terms and conditions by HiLeads does not imply that HiLeads waives its right(s).
Article 12: Applicable Law
12.1: These general terms and conditions, as well as all quotations, agreements, and performances, are exclusively governed by Dutch law.
12.2: All disputes, including those which are considered as such by only one party, arising out of or in connection with the agreement to which these terms and conditions apply, shall be submitted to the competent court in Eindhoven, The Netherlands as a court of first instance.