terms and conditions

1. General terms and conditions Impact Leads definitions

1.1. Impact Leads: the one-man business H.W. Loef, trading under the name Impact Leads, having its registered office in Alphen aan de Rijn and its principal place of business at Polderpeil 416, 2408 SG in Alphen aan den Rijn,
registered in the Commercial Register of the Chamber of Commerce under number: 75400987, VAT number: NL002052699B14, duly represented by Hans-Willem Loef.
1.2. Contractor: Impact Leads, based in Alphen aan den Rijn, which carries out the assignment.
1.3. Client: the natural or legal person who enters into an Agreement with Impact Leads.
1.4. Agreement: the Assignment Agreement in which Principal instructs Contractor to perform specific work.
1.5. Work: the work performed by the Contractor on the instructions of the Client as described in the Agreement.
1.6. Party(ies): The Contractor and the Client are also hereinafter referred to individually as Party and jointly as Parties.

2. Applicability of general terms and conditions

2.1. These general terms and conditions (hereinafter 'General Conditions') apply to all enquiries, quotations, offers, order confirmations, agreements and all other
legal relations, however named, (hereinafter: the 'Agreement') between Contractor and Principal.
2.2. By entering into the Agreement, the Client also declares that it has agreed to these General Terms and Conditions.
2.3. The Client's general terms and conditions, by whatever name, are expressly rejected and do not apply.
2.4. Deviations from or additions to these General Terms and Conditions shall only apply to the extent agreed in writing.
2.5. If any provision of these General Terms and Conditions is null and void or annulled, the remaining provisions of the General Terms and Conditions shall remain in full force and effect and the Parties shall in
agree on new provisions to replace the void or voided provisions, whereby the purpose and meaning of the void or voided provisions may be maintained.
nullified provisions are observed.
2.6. In case of conflict between the contents of the Agreement concluded between the Parties and these General Terms and Conditions, the provisions of the Agreement shall prevail.
2.7. Impact Leads has the right to unilaterally amend the General Terms and Conditions. Amendment of the General Terms and Conditions will only take place after written confirmation of the amendments by Impact Leads.
2.8. Amendments to these General Terms and Conditions only become applicable to agreements concluded after the date of the amendment, or to existing agreements subsequently amended by both parties. Amendments shall not have retroactive effect.

3. Conclusion and amendment of agreement

3.1. All offers, quotations, quotations and other expressions of Impact Leads are non-binding and valid until thirty (30) days after the date, unless the offer includes a deadline for acceptance
recorded.
3.2. If no Agreement is concluded within thirty (30) days of the date, the Contractor shall be entitled to withdraw the offer or to change the prices and other conditions offered.
3.3. The Agreement will come into being at the moment the Client has accepted, in the manner indicated by Impact Leads, and the conclusion of the Agreement by Impact Leads
has been confirmed in writing.
3.4. The Agreement contains all or a combination of the following parts: a description of the Work to be performed, deadlines, milestones, services or products to be delivered, prices,
duration and any other specific details and conditions relevant to the contract.
3.5. If Client has not confirmed an order in writing, but nevertheless (tacitly) agrees that Impact Leads will start carrying out the order, the
content of the quotation issued shall be deemed to have been agreed. Further verbal agreements and clauses are only valid if Impact Leads has confirmed them in writing.
3.6. Transmission of offers, quotations, quotations and other communications from Impact Leads does not oblige Contractor to accept the assignment. Contractor reserves the right to refuse assignments and Agreements without giving reasons.
3.7. The Agreement replaces, and supersedes, all previous proposals, correspondence, agreements or other communications (whether written or oral) relating to the
subject of the Agreement.
3.8. Agreements and/or Agreements made with subordinate personnel of the Contractor shall not bind the Contractor, insofar as they are not made in writing by a
signing authority of the Contractor have been confirmed. To be considered as subordinate personnel in this context all employees who are not authorized to sign.
3.9. The third parties mentioned in paragraph 15.1 are assimilated to staff members.

4. The assignment / work

4.1. The Client commissions and accepts the Contractor to perform the agreed Work.
4.2. The Contractor shall perform the Work as he sees fit, taking into account the reasonable wishes of the Client.
4.3. The Work includes: optimising and managing sales processes, setting up business-to-business lead generation and acquisition processes, providing
(software) licence(s) and maintaining and developing software, approaching prospects and/or customers by using mail, e-mail, telephony, LinkedIn, for the benefit of
of booking sales appointments, discovery calls, online meetings/demos, participation Webinars and the like, project management, reporting and consultancy, hereinafter referred to as the 'Work'.

5. Term of execution of the agreement

5.1. Impact Leads will start the Work on or about the date specified in the Agreement, with a duration of at least twenty-six (26) weeks, unless otherwise agreed.
5.2. Impact Leads will execute the Agreement to the best of its knowledge and ability and in accordance with the requirements of good workmanship.
5.3. Client shall ensure that all data, which Impact Leads indicates are necessary or which Client should reasonably understand are necessary for the execution of the Agreement, are provided to Impact Leads in a timely manner. If the data required for the implementation of the Agreement are not provided to Impact Leads on time, Impact Leads has the right to suspend the implementation of the Agreement and/or to charge additional costs resulting from the delay at the usual rates.
Customer to be charged.

6. Implementation period

6.1. An execution period given by Impact Leads is indicative. It is never a fatal deadline. Impact Leads endeavours to keep to the indicated implementation period. If
it becomes clear that timely delivery is not possible for Impact Leads, Impact Leads must immediately notify Client.
6.2. The execution period will be extended if:
(a) a circumstance that was not known to Impact Leads at the time of specifying the (indicative) performance period;
(b) a circumstance beyond the control of Impact Leads which has arisen after the Agreement has been entered into and which results in the specified period of performance not being met
more can be achieved;
(c) suspensions of obligations by Impact Leads;
(d) additional work as referred to in Article 10;
(e) pause as referred to in Article 11.
6.3. If Impact Leads suspends its obligations, Impact Leads will communicate a new indicative implementation period to the Client after the end of the suspension.
6.4. If there are additional costs or damages due to a delay of the execution period due to a circumstance attributable to Client, Client shall pay these additional costs or damages to Impact Leads.
6.5. Exceeding the execution period shall under no circumstances entitle the Customer to compensation, or the right to withhold payments of invoices, nor to the
Agreement. The Client shall indemnify Impact Leads for claims of third parties as a result of exceeding the period of execution.

7. Compensation and payment terms

7.1. The Client shall pay Impact Leads a monthly fee as set out in the Agreement.
7.2. All prices are in Euros and exclude sales tax (VAT), any other levies imposed by the government, travel expenses, administration costs and contingencies, unless
otherwise indicated.
7.3. Impact Leads reserves the right to change the Fee annually, effective 1 January, based on the Consumer Price Index (CPI) or other reasonable grounds. Impact Leads will inform Client in writing of the new Fee at least thirty (30) days before the effective date.

8. Invoicing and payment

8.1. Invoicing shall first take place upon commencement of the Work and thereafter monthly at the beginning of the month. Payment must be made within the period specified in the invoice
said period and in the absence of such period within fourteen (14) days from the invoice date. Client shall not be entitled to set off any claim against Impact Leads against
on the amounts charged by Impact Leads.
8.2. After expiry of the payment term, the Client shall be in default by operation of law, without the need for a notice of default, and shall owe statutory commercial interest and collection costs on the amount due from the date of default until payment in full.
8.3. If an invoice is not paid or not paid in full within the payment period, Impact Leads has the right to suspend its work immediately. Impact Leads will in that case not be
liable for damages arising as a result of such suspension of work.
8.4. If there is a resumption of work following a suspension as referred to in paragraph 8.3, Impact Leads may require an advance payment from the Client before the
agreed work continues.
8.5. If an invoice is not paid or not paid in full within the payment period and the Client does not make payment after Impact Leads has offered the Client a reasonable period to fulfil the payment obligation, Impact Leads is entitled to terminate the Agreement, without prejudice to Impact Leads' right to full payment of the agreed fee. In that case, Impact Leads shall not be liable for possible damages arising as a result of this suspension or termination.
8.6. Any dispute regarding the performance of the Agreement does not release the customer from his obligation to pay outstanding invoices. Suspension of payments by the
Client is only allowed if Impact Leads has agreed to the suspension in writing.
8.7. In the event of Client's liquidation, bankruptcy or suspension of payment, Impact Leads' claims and Client's obligations to Impact Leads will be
be immediately due and payable.
8.8. In the event of late payment, in addition to the outstanding amount due and the interest accrued thereon, the Client shall be liable for full compensation of both extrajudicial and
judicial collection costs, including the costs of lawyers, bailiffs and collection agencies.

9. Complaints

9.1. Complaints about the services/products provided by Impact Leads should be communicated by Client to Impact Leads immediately in writing and with reasons. If seven (7) days after
delivery of the services/products have expired, the customer can no longer make justified complaints.
9.2. If a complaint is well-founded, Impact Leads will adjust or improve the work as agreed, unless this has meanwhile become demonstrably pointless for Client. The latter must be made known by Client in writing.
9.3. If adjusting and/or improving the work is no longer possible or useful, Impact Leads will only be liable within the limits of Article 17.

10. Additional work

10.1. Additional Work means: changes to the Work caused by specific assignments or additional requests from the Client, or because the information provided by the Client is incorrect or falls outside the content or scope of agreed Work.
10.2. Purchase of data files and making these data files available to the Client is covered by Additional Work.
10.3. Impact Leads will be entitled to charge the Client for the cost of the Additional Work, in which case the Additional Work will be reimbursed according to the agreed rates, or
in the absence thereof, the usual rates of Impact Leads.

11. Pause or interrupt cooperation

11.1. The Client has the right to interrupt the cooperation and the associated billing cycle for a maximum of two (2) months per year at an interruption fee of €
175,- per month. A request for interruption must be made in writing at least two (2) months from the first day of the following month, prior to the desired interruption cycle
submitted.

12. Adjust bundle(s) and/or volume(s)

12.1. The Client is entitled to adjust the agreed bundle(s) and/or volume(s) of the agreed work from the thirteenth (13th) week onwards, within the
available bundles and/or volumes as included in the Agreement.
12.2. A request for an adjustment of bundle(s) and/or volume(s) must be made in writing at least one (1) month, counting from the first day of the following month, before the desired effective date.
to be submitted.
12.3. Impact Leads will, upon receipt of a request to adjust bundle(s) and/or volumes, inform the Client in writing of the effective date of the new bundle(s) and/or volume(s) and the
confirm corresponding tariffs.

13. Use of client name and logo

13.1. Impact Leads may use the Client's name and/or logo and/or profile picture for marketing and promotional purposes for the benefit of its own business, including the
naming the Client as a client of Impact Leads and displaying the Client 's name, logo and/or profile picture on Impact Leads' website and/or social media channels.
13.2. If the Client wishes Impact Leads not to use its name, logo and/or profile picture as referred to in paragraph 13.1, it must notify Impact Leads in writing. After receiving a
such notification, Impact Leads will immediately remove all mentions of the Client in its marketing communications and promotional materials, including its website and/or social media channels
From Impact Leads.

14. Confidentiality

14.1. Impact Leads and Client undertake, both during and also after termination of the Agreement, to maintain absolute confidentiality and will not disclose any confidential information from or about the
other party, its activities and relations, which has come to their knowledge pursuant to the assignment, to third parties.
14.2. Subject to any obligations imposed on the Contractor by law, or by an authorised government body, to disclose information, the Contractor shall only be obliged to keep confidential any information submitted by the Client to the Contractor and designated as confidential, or any information which the Contractor might assume to be
That it has this status.
14.3. If the Contractor -on the grounds of a statutory provision or a judicial decision- is obliged to disclose confidential information to third parties designated by the law or the competent court, the
and the Contractor cannot in this respect invoke a legal right to refuse to give evidence or a right recognised or permitted by the competent court, then the Contractor is not entitled to refuse to give evidence.
bound to the Agreement.
14.4. Any statements made by the Contractor on behalf of the Client in the context of the performance of the Agreement shall be made at the Client's expense and risk.
14.5. The Contractor reserves the right to use the knowledge gained through the performance of the Agreement for other purposes, to the extent that this does not involve any confidentiality.
information is brought to the knowledge of third parties and the Customer is not entitled to compensation or indemnification and/or dissolution of the Agreement.
14.6. If the Client breaches the confidentiality obligation set out in Article 14, it shall forfeit, irrespective of whether the breach can be attributed to the Client and without
prior notice of default or court proceedings, for the benefit of Impact Leads an immediately payable fine of €10,000 for each breach and in addition an amount of €
500,- for each day that such breach continues, without need for any damages and without prejudice to Impact Leads' other rights, including its right to
claim damages in addition to the fine.

15. Relationship clause

15.1. If and insofar as a proper execution of the Agreement so requires, Impact Leads has the right to have certain activities carried out by third parties.
15.2. Personnel stationed on site at the Client's premises for a fixed period pursuant to Agreement between Impact Leads and Client shall at all times remain
at all times employed by Impact Leads. With Client's company are equated all companies with which Client has direct or indirect (legal) ties.
15.3 The Client is bound by a relationship clause. The Client is prohibited, during the term of the Agreement or any extension of the Agreement as well as
for two (2) years after the expiry of the Agreement without the express written consent of Impact Leads, by Impact Leads in performance of the work
engaged third parties, whether or not on the basis of an employment contract employed by Impact Leads, directly or indirectly and irrespective of whose initiative, work of any kind,
for its company or its affiliates. Such permission may be subject to conditions.
15.4. If the provisions of this article are breached, Impact Leads will be entitled to terminate this Agreement with immediate effect and Client will forfeit a fine of €1,000 (one thousand euros) per day for each day that the breach continues, payable immediately without further summons or notice of default not subject to judicial moderation, without prejudice to the
obligation of Client to indemnify Impact Leads and without prejudice to other rights of the service provider.
15.5. If Client employs one or more staff members of Impact Leads during the term of the Agreement or within twelve (12) months of the expiry of the Agreement, it will be obliged to pay to Contractor a fee equivalent to twelve times (12x) gross monthly salary of the relevant staff member.
15.6. The third parties mentioned in paragraph 15.1 are assimilated to staff members.

16. Force majeure

16.1 A failure to comply with its obligation cannot be attributed to Impact Leads if such failure is the result of force majeure as referred to in Article 6:75
BW. Force majeure includes:(i) force majeure of suppliers of Impact Leads,(ii) failure to properly fulfil obligations of suppliers that the
Client to Impact Leads, (iii) defectiveness of goods, equipment, software or materials of third parties, the use of which by Client to Impact Leads is not required by law.
Leads is prescribed, (iv) government measures, (v) power failure, (vi) failure of internet, computer network or telecommunication facilities, (vii) war, (viii) labour occupation, (ix)
strike, (x) general transport problems and (xi) the unavailability of one or more members of staff. Equivalent to staff members are those mentioned in paragraph 15.1
third parties.
16.2. If a situation as referred to in paragraph 16.1 arises as a result of which Impact Leads cannot fulfil its obligations to Client, Impact Leads will have the right to
to suspend those obligations without judicial intervention for as long as Impact Leads cannot fulfil the obligations. If the situation referred to in the previous sentence is thirty (30)
calendar days, Parties shall have the right to terminate the Agreement in writing. Impact Leads will in that case not be liable to compensate any damage, even if Impact
Leads benefits as a result of the force majeure condition.
16.3. If Impact Leads has already partially fulfilled its obligations when force majeure sets in, or can only partially fulfil its obligations, Impact Leads will be entitled to invoice the performance already delivered separately. Client is obliged to pay this invoice as if it were a separate order.

17. Liability

17.1. The liability of Impact Leads is limited to direct damage. Impact Leads is never liable for indirect damages, including but not limited to lost profits,
consequential damage, damage to goodwill and damage due to business interruption. 17.2. Impact Leads is not liable for damage, of whatever nature, because Impact Leads has relied on incorrect and/or incomplete data provided by the Client. Impact Leads is also not liable for any damage arising from the use of data used by Impact Leads, if approved by the Client.
17.3. Any liability of Impact Leads is limited to the amount (excluding VAT) paid by the Client to Impact Leads in the six (6) months preceding the occurrence of the
liability charged and paid by the Client on time, and in any case is limited to €15,000 (fifteen thousand euros) per year.
17.4. All claims on account of liability of Impact Leads shall lapse after the expiry of a period of six (6) months from the time the liability is
arise.
17.5. The Client shall indemnify Impact Leads against all claims and other third party claims related to the Work provided by Impact Leads to the Client.

18. Duration and termination of the agreement

18.1. The Agreement is entered into for the duration of twenty-six (26) weeks, unless the Client or Impact Leads terminates the Agreement no later than thirty (30) calendar days before the end
of a deadline by registered letter.
18.2. Interim termination of the Agreement is not possible, unless there are force majeure circumstances as referred to in Article 16 that are identified in time, or in the case of mutual agreement between the Parties, which must be recorded in writing.
18.3. Unless the Customer gives notice by registered letter no later than thirty (30) calendar days before the end of a term that it does not wish to extend the Agreement, the
Agreement tacitly renewed for an indefinite period of time. The standard notice period of one (1) month, calculated from the first day of the next
month.

19. Dissolution of the agreement

19.1 Both Impact Leads and the Client may dissolve the Agreement out of court:
- with immediate effect if the other party is granted suspension of payments or application of the
applies for WSNP or it is filed against him, is declared bankrupt or
attachment of all or part of the assets.
- if the other party is in serious breach of its obligations,
arising out of the Agreement and such failure is not remedied within a reasonable period of time
restored.
19.2. If, at the time of dissolution, the Customer has already received performance in execution of the Agreement, such performance and the related
payment obligations shall not be the subject of the undoing obligations, unless the Client proves that Impact Leads is in default with regard to such performance.
19.3. Amounts which Impact Leads has invoiced to the Client before the dissolution in connection with what it has already performed or delivered in execution of the Agreement,
remain payable without prejudice to the provisions of paragraphs 19.1 and 19.2 and become immediately due and payable at the time of dissolution.

20. Cancellation of an agreement

20.1. If an order is cancelled by Client before the agreed start date of performance, Impact Leads will be entitled to 30% of the original contract volume as
charge a cancellation fee. In addition, the Client remains obliged to reimburse any expenses already incurred.

21. Privacy, data processing and security

21.1. In the processing of personal data processed under the Agreement, Impact Leads shall at least comply with the requirements of the General Data Protection Regulation (AVG / GDPR).
21.2 Personal data processed under the Agreement shall be used only for the purpose for which it was provided and in accordance with the Privacy Statement
of Impact Leads. This Privacy Statement is available on Impact Leads' website: www.impactleads.nl.
21.3. Impact Leads will take appropriate technical and organisational measures to protect the Client's personal data against loss and/or unlawful
processing.
21.4. If Impact Leads processes personal data on behalf of the Client, Impact Leads will act in accordance with the Client's instructions as set out in a separate
processor agreement, if required by law.
21.5. The responsibility for the processing of personal data processed by Impact Leads through the performance of the Work lies solely with the Client. The
Client warrants to Impact Leads that the content, use and/or processing of the data is not unlawful and does not infringe any right of a third party. The
Client shall indemnify Impact Leads against any claim by third parties, on whatever grounds, in connection with such data or the performance of the Agreement.
21.6. At Impact Leads' first request, the Client will inform Leads in writing of the manner in which the Client processes personal data in accordance with the relevant laws and regulations.
21.7. In the event of a data breach, Impact Leads will inform Client as soon as possible and, if applicable, notify the Personal Data Authority and/or data subjects in accordance with the statutory
obligations.
21.8. Unless expressly provided otherwise in the Agreement, Impact Leads will perform the Work on the basis of the data files provided by the Client containing
included personal and/or company data.
21.9. If Impact Leads, for the purposes of the execution of the Work, compiles its own data files containing inter alia personal and/or company data, these will be made available to the client for the purposes of the execution of the Work.
approval to Client and Impact Leads will only use these files in the performance of the Work after Client has approved their use
approved.
21.10. If Client has not yet approved the use of a data file compiled by Impact Leads, but nevertheless (tacitly) agrees to Impact Leads starting to carry out the Work, the contents of this data file will be deemed to be approved.

22. Scripts and workflows

22.1. Impact Leads shall, in consultation with Client, prepare scripts and workflows for the purpose of making calls and/or sending messages for each relevant campaign.
22.2 Client understands and accepts that each script and/or workflow is only a guideline for the calls to be made and/or messages to be sent and usually cannot always be used literally; deviations from scripts and workflows may therefore occur.
22.3 If Impact Leads modifies a script and/or workflow, the modified script and/or workflow will not go against the spirit of the agreements made with Client.
22.4. Impact Leads does not need to seek prior permission from Client to modify scripts and/or workflows; Client accepts these modifications.

23. Intellectual property rights

23.1. All intellectual property rights to the equipment, software, websites, data files or other materials developed or made available under the Agreement
such as analyses, designs, manual, documentation, reports, quotations, as well as preparatory material thereof and other results from the Work, belong exclusively to Impact
Leads, its licensors or its suppliers. The Client only acquires the temporary rights of use expressly granted by these General Terms and Conditions and the Act.
granted. Any right of use granted to the Client is non-exclusive, non-transferable to third parties, non-assignable and non-sublicensable.
23.2 Without the express consent of Impact Leads, elaborated ideas, advice, models, quotations etc. may in no way be reproduced, made available for inspection to third parties
given and/or used in violation of any other intellectual property right.

24. Transfer of rights

24.1. Client cannot transfer its rights under the Agreement to a third party without the prior written consent of Impact Leads. This provision applies as a clause with
property law effect as referred to in Article 3:83(2) of the Civil Code.

25. Applicable law and choice of forum

25.1 These General Conditions, the Agreement, and all legal relations between the Parties related thereto shall be governed by Dutch law.
25.2 Disputes arising herefrom shall be submitted exclusively to the competent court in The Hague.

Contact details

Impact Leads
Polder level 416
2408 SG Alphen aan den Rijn
017-260 82 04
welkom@impactleads.nl