Terms and Conditions

Last Revised on 20.07.2023

Date last modified: August 10, 2023

Article 1. Definitions

1. Contractor:Rocket Leads B.V., (KvK number 85067903), located in (1054ZL) Amsterdam at the address Jacob van Lennepkade 155H.  

2. Client:Contractor's (intended) contracting party.

3. Agreement:the agreement entered into between Contractor and Principal.

4. Parties:Client and Contractor jointly.

5. Quotation:A written offer by Contractor, as furnished and explained to Client.

6. Agreement:A document signed by the Client and the Contractor, in which the agreements relating to the work to be performed by the Contractor and accepted by the Client are laid down.

 

Article 2. General

1. These terms and conditions apply to every offer, quotation and agreement between the Client and the Contractor to which the Contractor has declared these terms and conditions applicable, insofar as the parties have not explicitly deviated from these terms and conditions in writing. Client accepts these general terms and conditions and explicitly waives the applicability of its own general terms and conditions.

2. Any deviations from these general terms and conditions shall be valid only if expressly agreed in writing.

3. 3. If one or more provisions of these general terms and conditions are null and void or annulled, the other provisions will remain fully applicable. The parties will then consult in order to agree on new provisions to replace the void or nullified provisions, taking into account as much as possible the purpose and intent of the original provision.

 

Article 3. Quotation

1. An offer of Contractor is, for Client, without obligation unless the offer expressly states otherwise in writing.

2. A quotation is valid for sixty (60) days from the date of the quotation, unless otherwise indicated in the quotation.

3. The Contractor shall be bound by the contents of an offer if the Client gives written notice of its agreement within sixty (60) days of the date of the offer. If this written notification takes place after sixty (60) days, Contractor has the right to deviate from the quotation.

 

Article 4. The Agreement

1. An offer confirmed for approval by the Client in writing will be recorded by the Contractor in an Agreement. The Agreement is only effective if signed by the Client.

2. An agreement is entered into for an indefinite period, unless the parties have expressly agreed otherwise in writing in the agreement.

3. If an agreement is entered into for a definite period, the parties agree on an actual date of commencement and termination of the work.

4. Termination of an agreement must be given in writing to the Contractor at least seven (7) days before the end of a contract period. In the first month, there is the possibility to terminate the agreement at all times (at least one (1) day before the end of the first month). The burden of proof of receipt of the cancellation lies with the Client. Contractor will confirm the cancellation upon request. In all other cases, monthly billing will take place until one of the parties cancels the agreement in accordance with the aforementioned terms and conditions.

5. If a fixed-term contract is tacitly continued by the parties after its term has expired, it shall be deemed to have been continued in an indefinite-term contract.

Article 5. The performance and completion

1. The Contractor shall perform the Agreement to the best of his knowledge and ability.

2. The Contractor cannot guarantee that the work performed by him will always achieve the result desired by the Client. This means that the Contractor is not responsible for the number of appointments and/or clients resulting from the collaboration.

3. Contractor maintains a guarantee policy that is only valid if a regular lead generation campaign is conducted, if Client wishes to have the leads fill out more questions (other than name, company name, email address and phone number) or schedule an appointment online immediately this guarantee expires. A lead means the name, possibly company name, email address and phone number of someone who has left their contact information via the Contractor's campaign.

4. Contractor maintains a warranty policy that is not valid as soon as less than 30 days is advertised or the entire advertising budget is not used due to reasons beyond Contractor's control, the warranty policy does not apply.

5. Contractor's guarantee policy is only valid once Contractor is given complete freedom in the layout & strategy of the campaigns. Should the Client not agree with the Contractor's working method, angles, texts and/or images, and should the Client therefore wish to adopt a different approach, the guarantee automatically lapses as the Contractor thus has limited influence on the outcome of the campaign.

6. Deadlines applicable to the Contractor are not final, unless the parties have expressly agreed otherwise in writing in the Agreement. An agreed deadline for the Contracted Party will not commence until the Agreement has been concluded and all the information required for the performance of the Agreement is in the possession of the Contracted Party. An agreed term applicable to the Contractor will be extended by at least the number of days that have elapsed between the time the Agreement was concluded and the time at which all the information required for the performance of the Agreement is in the possession of the Contractor.

7. Client shall make access to FacebookBusiness Manager available for the benefit of Contractor in order to perform the performance.

8. The Contractor has the right to have the order(s) performed by third parties.

9. If it has been agreed that the Agreement will be performed in phases, the Contractor may suspend the performance of the parts of a later phase until the Client has approved and/or paid for the results of the preceding phase.

10. If a deadline is agreed in the Agreement for the completion of certain work, this will always be an indicative deadline but never a strict deadline. If, regardless of the circumstances and causes, Octrooibureau Novopatent expects to exceed a deadline, Octrooibureau Novopatent shall notify the Client thereof as soon as possible.

Article 6. Price and payment

1. Unless otherwise expressly agreed in writing in the agreement, prices are exclusive of VAT.

2. Unless explicitly agreed otherwise in writing in the Agreement (such as by means of a fixed price or a change in the assignment), the Contractor will perform its work at a monthly rate and external costs will be charged directly to the Principal. Any advance payments will not be deducted until (and are thus deemed to have been paid) the last invoice to the Principal. Octrooibureau Novopatent shall at all times consult with the Client before incurring such expenses.

3. Contractor shall collect monthly in advance via account number NL90RABO0334834384 in the name of assignment number.

4. This agreement shall be automatically renewed monthly from the date of the start of the cooperation (first payment).

5. All payments by Principal to Contractor must be made to a bank account to be designated by Contractor, without suspension or set-off, in euros and no later than fourteen (14) days after the invoice date.Advance payments must be paid on the invoice date itself. These are'predetermined payment terms' within the meaning of Art. 6:83 sub a of the Dutch Civil Code.

6. In the absence of full and timely payment as referred to in the preceding paragraph, the Client shall be in default by operation of law with at least the following consequences:

1. Client shall become liable for interest of 1.5% per month on the outstanding invoice(s);

2. Client shall become liable for extrajudicial collection costs of 15% of the outstanding invoice(s) with a minimum of €250.00;

3. If the Contractor sues the Client in respect of its payment obligations, the Client will also, in addition to the preceding paragraphs, owe the actual costs incurred by the Contractor (such as attorney's fees, bailiff's fees, court registry fees, etc.).

7. Payments made by the Client shall always first be applied to settle all costs and interest due and subsequently the longest outstanding payable invoices, even if the Client states that the payment relates to (a) later invoice(s).

8. The Contracted Party will at all times be entitled to demand security and/or advance payment from the Client for the fulfilment of the Client's obligations under the Agreement. This applies in any case if any term of payment or any other failure in respect of this Agreement or other Agreements on the part of the Client is exceeded. The Client shall comply with this on demand.

 

Article 7. Modification and additional work.

1. If, at the request of the Client or at its own request, with the Client's prior consent, the Contractor has performed work or other performance that falls outside the content or scope of the Agreement, such work or performance will be reimbursed by the Client in accordance with the agreed rates. The Contractor shall never be obliged to comply with such a request and may require that a separate written agreement be concluded for this purpose.

2. To the extent that a fixed price has been agreed for the provision of services, Contractor will inform Client in writing in advance, if requested, of the financial consequences of the additional work.

 

Article 8. Quality and complaints

1. The Client must claim a defect in the Contractor's performance within thirty (30) days after the performance of the Work and (in any case) within fourteen (14) days after receipt of the invoice. On expiry of this period, the work will be deemed to be in accordance with the Agreement.

 

Article 9. Force Majeure

1. IfContractor cannot fulfill its obligations to Client due to a non-attributable failure, there is a situation of force majeure, Client is not authorized to terminate the Agreement and the fulfillment of Contractor's obligations is suspended for the duration of the force majeure.

2. Insofar as the Contractor has already partially fulfilled its obligations under the Agreement at the time when the situation of force majeure occurred or will be able to fulfil them and insofar as independent value can be attributed to the part already fulfilled or still to be fulfilled respectively, the Contractor will be entitled to invoice the part already fulfilled or still to be fulfilled respectively separately. Principal is obliged to pay this statement of expenses as if it were a separate agreement.

3. In the event of a force majeure situation, Principal is not entitled to any (compensation), not even if Contractor may have any advantage as a result of the force majeure.

4. In addition to its definition in the law and case law, force majeure includes all external causes, foreseen and unforeseen, over which the Contractor cannot exercise any control, as a result of which the fulfilment of its obligations to the Client is prevented in whole or in part or as a result of which the fulfilment of its obligations cannot reasonably be required of the Contractor, regardless of whether that circumstance could have been foreseen at the time the Agreement was concluded.

 

Article 10. Intellectual property

1. Unlessexplicitly agreed otherwise in writing, the Contractor retains the copyright, patent rights and all other rights of industrial and/orintellectual property to the work performed by it, landing pages,offers made, designs, images, drawings, (test) models, recipes, software etc. provided.

2. Unless explicitly agreed otherwise in writing, the rights to the data referred to in this article shall remain the property of Contractor regardless of whether Principal has been charged for their production.

3. All information, oral or written, provided by Contractor to Client shall remain the property of Contractor and may be used by Client only for the purpose for which it was provided.

4. The Client will not provide the Contractor's information to third parties in any way whatsoever, except to the extent reasonably necessary in connection with the proper performance of the Agreement and then only after and to the extent that a confidentiality obligation has been agreed.

 

Article 11. Liability

1. The parties are each liable for their own part of this agreement. The Contractor excludes any liability for consequential loss and/or trading loss (such as failure to achieve the desired leads). Client shall indemnify Contractor for all third party claims.

2. The exclusion of liability in this article does not apply if damage is caused by intent or gross negligence on the part of the Contractor or its managerial staff.

3. The Contractor shall not be liable for damage resulting from errors in the information provided by the Contractor, such as prescribed working methods or given orders, directions and instructions, and for damage resulting from work performed by the Contractor or on its behalf by third parties.

4. The Contractor is not liable for hacked accounts or consequential damage incurred as a result of accounts (such as Facebook) being hacked. In addition, the Contractor is not liable for the costs incurred at Facebook, for example.  

5. The consequences of compliance (by the Contractor or third parties) with statutory regulations or government orders shall be borne by the Contractor, regardless of whether the cause/necessity of such compliance is attributable to the Contractor, the Contractor or a third party.

6. The Client can only invoke the obligations, as arising from this article, if it has itself fulfilled all its obligations to theContractor.

7. Any right of action by the Client against the Contractor for whatever reason shall lapse no later than one year after the work has been performed.

 

Article 12. Suspension, set-off and dissolution

1. In the following cases, the Client shall be in default by operation of law and the Contractor shall be entitled to rescind the Agreement in whole or in part - without any notice of default or judicial intervention being required - out of court:

a. ifClient files for bankruptcy or (temporary) suspension of payments, or is declared bankrupt, (temporary) suspension of payments is granted, or Client is placed under administration, management or guardianship by virtue of statutory provision;

b. ifClient transfers, liquidates, shuts down or discontinues all or part of its business;

c. if a prejudgment or executory attachment is levied against Client;

d. ifContractor has good reason to fear that Client will fail to fulfill its obligations, or if Client has already failed.

 

Article 13. Applicable law and disputes.

1. Only Dutch law applies to the Agreement, to the exclusion of the Vienna Sales Convention.

2. Only the court having jurisdiction with respect to the municipality in which the Contractor is domiciled shall have jurisdiction to settle disputes arising from the Agreement, unless the Contractor chooses the legally relatively competent court.