Terms & Conditions

Chapter 1 – General Provisions

Article 1 – Definitions

In these General Terms and Conditions, the following definitions specified with a capital letter have the following meanings: Agreement – Every agreement, including its annexes and Amendments (if any) regarding the purchase, order, or Delivery of Products and/or Services between Leaderoo and the Partner, including any annexes, Amendments, and additions thereto. The Agreement does, in any case, include these General Terms and Conditions, as well as any Order Form, Statement of Work and Insertion Order.

Amendment – Any Amendments, changes or (partly) new provisions to an Agreement as agreed and signed upon the Parties in writing and valid according to these General Terms and Conditions or an Agreement.

Confidential Information – (a) the existence and the substance of any Agreement, (b) any information and knowledge about a Party (Disclosing Party) that is or may come into possession of the other Party (Receiving Party) during the preparation and/or the performance of any Agreement or a request from either Party thereto, (c) any information that is indicated as confidential by either party or (d) any information about or received from the Disclosing Party or third party in connection with the execution of any Agreement, which can reasonably be expected by the Receiving Party to be confidential.

Content – All works, text, data, information, or other materials published, announced, or made available by Leaderoo, with the exception of the Software.

Delivery – The Delivery of the Products and/or Service by either Party as described in the Agreement.

Disclosing Party – The Party disclosing Confidential Information to the other Party.
General Terms and Conditions – These general terms and conditions of Leaderoo; the present terms.

In writing – Includes a paper and e-mail communication methods.

IP rights – All rights of intellectual property and related rights, such as copyrights, trademark rights and database rights (where applicable) including IP rights on Products, (Third Party, Standard and Bespoke) Software and any modifications or revisions thereto.

Online Services – The Services offered by Leaderoo consisting of providing the Partner with remote access to the Content. Order Form, Statement of Work, or Insertion Order – Detailed description of the specific Products and/or Services to be delivered or tasks and obligations Leaderoo and Partner is required to perform.

Parties – The Partner and Leaderoo.

Partner – Every party who enters into an Agreement with Leaderoo or requests an offer or quotation, or otherwise engages with or forms a legal relationship with Leaderoo, including a Party during the preparation of any Agreement with Leaderoo or a request from either Party thereto.

Party – The Partner or Leaderoo.

Products – All tangible goods (including any embedded Software) and/or Software to be provided by either Party to the other Party and that are the subject of a tender, offer, Agreement or other legal act between Leaderoo and the Partner.

Leaderoo – The private company with limited liability, Leaderoo B.V., with its registered office in Herengracht 440, Amsterdam Netherlands, registered in the Commercial Register of the Dutch Chamber of Commerce under file reference number 70102066.

Receiving Party – The Party receiving Confidential Information. Services – All Services offered by Leaderoo that are the subject of a tender, offer, Agreement, or other legal act between Leaderoo and the Partner.
Software – The software, including documentation and preparatory materials, developed or modified by (the licensors of) Leaderoo, including software not owned by Parties but provided to either Party (“Third Party Software), generally available software provided to either Party (“Standard Software” ) and developed and/or any modifications to Standard Software requested by either Party, built by either Party specifically for the other Party (“Bespoke Software”).
Specifications – The agreed functional and/or technical properties of the Products and/or Services.

Article 2 – Applicability of the General Terms and Conditions
2.1. These General Terms and Conditions are

applicable and form an integral part of every Agreement, including an Insertion Order (Statement of Work) and any other offers, quotations, engagements, legal relationships, and agreements of purchase, sale and deliveries of Products and Services – of any nature and under any name – between Leaderoo and the Partner.

2.2. Any Amendments, deviations to, and additions to, these General Terms and Conditions, will only be valid if they have been explicitly agreed in writing by the Parties in a signed written agreement or Order Form (IO). In the event that the Order Form deviates from the content of these General Terms and Conditions, what is contained in the Order Form shall prevail. Verbal announcements, assurances or agreements specifically have no legal force unless these have been confirmed in writing. This does not apply to Amendments in the General Terms and Conditions that Leaderoo can adjust by virtue of article 2.5.

2.3. The applicability of any general terms and/or conditions of the Partner is expressly rejected. Any reference to such terms and/or conditions in any Agreement or document should be null and void. These General Terms and Conditions shall – at all times – prevail should, in spite of the above, any purchase or other terms and conditions of the Partner apply.

2.4. Once these General Terms and Conditions have been applicable to a legal relationship between Leaderoo and the Partner, the Partner is deemed to have consented in advance to the applicability of these General Terms and Conditions to Agreements entered into and to be entered into thereafter.

2.5. Leaderoo is entitled to change these General Terms and Conditions during the Agreement at any time. The Partner will be notified of any changes in writing. The changed version of the General Terms and Conditions forms part of every Agreement entered into after the moment of notification of change.

2.6. In cases where Leaderoo does not require strict compliance with these General Terms and Conditions, this should not be taken to mean that the provisions do not apply or that Leaderoo relinquishes in any way the right to require strict compliance with the provisions of these terms and conditions in other cases.

2.7. Should any provision of these General Terms and Conditions be void, invalid, illegal, unenforceable or be cancelled, then the remaining provisions of the General Terms and Conditions shall remain in force without prejudice. In that event Leaderoo and the Partner shall enter into consultations for the purpose of agreeing new provisions to replace the void or cancelled provision whilst observing the purpose and the meaning of the void or cancelled provisions as much as possible.

2.8. The provisions (chapters) of these General Terms and Conditions should at all times be considered together. In the event of conflict, the specific provisions prevail over the more general provisions.

2.9. Each Party warrants to the other Party that it has the authorization to enter into this Agreement.

Article 3 – Offers and Acceptation

3.1. A submission of a quotation, estimate, pre- production estimate or similar information, whether or not designated as an offer, shall not entail an obligation on the part of Leaderoo to enter into an Agreement with the Partner.

3.2. Any and all offers made by Leaderoo by means of an Order Form (IO) can solely be accepted without any deviations. An Order Form shall in any case be deemed to have been rejected if it has not been accepted within one month from the date of Delivery of the Order Form.

3.3. An Agreement is formed: (i) at the time the other Party has placed a written order with Leaderoo and Leaderoo

confirmed the order (either in writing or by performing or preparing to perform the order); or (ii) by both Parties signing an Agreement.

3.4. The Partner vouches for the accuracy and completeness of the information supplied to Leaderoo, or supplied on its behalf, which will be the basis of Leaderoo’s offer. The Partner shall at all times exercise the utmost care to ensure that the stated Specifications are correct and complete.

Article 4 – Prices

4.1. The prices applied by Leaderoo are exclusive of turnover tax (VAT), other levies imposed or to be imposed by the authorities, and any other costs either imposed by government or not.

4.2. All prices are subject to programming and typographical errors. For the consequences of such errors no liability shall be accepted.

4.3. The relevant documents, information, logs, and measurements taken from the administration or system of Leaderoo provide full and final evidence with regard to performances delivered by Leaderoo and the monies owed as a result by the Partner, without prejudice to the right of the Partner to supply convincing evidence to the contrary.

4.4. Leaderoo is entitled (but not obligated) to adjust the prices annually, with a percentage equal to the increase of the Dutch consumer price index (CPI) as calculated by Statistics Netherlands (CPI 2006=100) with a maximum of 4%, without the possibility for Partner to terminate the Agreement.

4.5. Leaderoo is entitled to amend the fees and prices for its Products and/or Services during a calendar year and/ or before the Agreement has been fully executed, in the event of a rise in the costs of production, and/or of the Services required to execute the Agreement, and/or as a result of governmental and/or legislation changes.

Article 5 – Payment

5.1. Leaderoo may ask the Partner for an advance payment and/or security for payment and is entitled to postpone or pause the execution of the Agreement until said advance payment is paid or security of payment is formalized, without notice of default or judicial intervention, and without this resulting in any right to compensation for damages on the part of Partner.

5.2. Unless otherwise agreed, all prices are in euros and the Partner should make all payments in euros.

5.3. The sums owed shall be paid by the Partner in accordance with the payment conditions that have been agreed or mentioned on the Order Form or in the invoice. In the absence of a specific arrangement, the Partner shall pay Leaderoo within a term of fourteen (14) calendar days to count from the date of invoice, being the invoice sent at the end of each calendar month or at the end of the Delivery, whichever is sooner. Invoices will be sent in writing to the signatory of the Agreement or if present, to the contact person provided in the Agreement to receive the invoices.

5.4. Payment shall be made into a bank account to be specified by Leaderoo in the applicable invoice, and all associated (bank or currency conversion) payment costs shall be fully and independently assumed by the Partner.

5.5. Payment of any interest or judicial or extra- judicial costs will leave unimpaired Leaderoo’s rights to compensation of actually sustained damages, specific performance of a Party’s obligation under the Agreement and rescission of the Agreement.

5.6. The payment terms are final deadlines. If the Partner fails to pay the payable amounts or fails to pay within the agreed term, the Partner shall, without any notice of default being required, be liable to pay interest of one percent (1%) plus Euro Interbank Offered Rate (EURIBOR) (as calculated by the European Central Bank) per month on the outstanding amount. If, following a reminder or notice of default, the partner continues to fail to make full payment of the claim, Leaderoo may pass on the claim for collection, in which event the Partner shall also be bound to pay compensation of all judicial and extra-judicial costs, including all costs charged by external experts (including but not limited to lawyer’s and bailiff’s fees and the costs of collection agencies), apart from the total sum then owed. The reimbursement of the incurred costs of extra- judicial collection is fixed at an amount of 15% of the outstanding amount, with a minimum of two- hundred-fifty (250.00) euros.

.            5.7.  If the Partner fails to fulfil its obligations, fails to fulfil these on time or in an adequate manner, or if the Partner does not cooperate as required for the execution of the Agreement, or does not cooperate in a timely or proper manner, Leaderoo shall be authorized to suspend its activities in accordance with its usual rates, and Leaderoo shall not be liable for any damages arising from the suspension, such without prejudice to all other rights to which Leaderoo is entitled. The Partner shall never be entitled to suspend its obligations.
.            5.8.  All payments made by Partner to Leaderoo shall be offset by Leaderoo against any older outstanding invoices, regardless any indication to the contrary made by Partner.
.            5.9.  In the case Leaderoo has issued a credit invoice to the Partner for the purpose of settling a dispute or settling a late payment, and the Partner has not paid the agreed amounts in full or in time, these credit invoices shall automatically be annulled, becoming the full amount immediately due and owed.
.            5.10.  The Partner is not permitted to suspend or set off payments on account of (alleged) shortcomings on the part of Leaderoo. All payment to be made by Partner to Leaderoo shall be made in full without set-off, counterclaim, and free and clear of any deductions or withholdings. The Partner is neither entitled to suspend any payment nor to offset a payment against monies owed.
.            5.11.  Disputed invoices should be notified in writing as soon as reasonably possible but no later than seven (7) calendar days after the relevant invoice date, identifying clearly the disputed part of an invoice and the reasons why it is challenged. Seven (7) calendar days after the relevant invoice date, invoices will be deemed as correct and form no basis for complaint.
.            5.12.  If the partner consists of several natural persons and/or legal persons, each of these natural persons and/or legal persons is jointly and severally liable to pay the sums due under the Agreement.
Article 6 – Product or service Delivery terms, and Acceptance

.            6.1.  The Delivery period starts on the day on which
the Agreement comes into force.
.            6.2.  In regards to the Product and/or Service
Delivered by Leaderoo, except as explicitly stated in this Agreement, or the applicable Statement of Work (Order Form), and to the extent permitted by law, Leaderoo disclaims all warranties and conditions, whether express or implied by statute, common law, or otherwise, including but not limited to any warranty of performance or results the Partner may obtain by using the Product, and any warranty of satisfactory quality, merchantability, or fitness for a particular purpose in connection with Partner’s purchase of the Product under this Agreement. Leaderoo does not warrant that the Product and or Service will meet the Partner’s requirements or that use will be uninterrupted or error free. The Product is provided “as is”, and the entire risk as to its satisfactory use is with Partner.
.            6.3.  Leaderoo is authorized to make partial deliveries. The Partner is obliged to accept the goods and/or Services.
.            6.4.  Delivery time stated by Leaderoo shall only be of an indicative nature unless it has been explicitly agreed otherwise in writing. Leaderoo shall, even when
a specific Delivery time-frame has been agreed upon, only be in default after a notice of default has been served on him by the Partner.

6.5. Leaderoo shall no longer be bound by any agreed Delivery time-frame, if the Partner requires changes to be made in the Specifications of Delivery, or if the Partner fails to comply with the stipulations as referred to in this General Terms and Conditions, unless the minor significance of the change or the minor delay does not reasonably necessitate Leaderoo to make any changes in its initially planned operations.

6.6. Leaderoo is entitled to suspend fulfilling its obligations under an Agreement in the event that the Partner fails to fully meet his (payment) obligations and/or fails to do so in time. Any adverse effects due to the suspension will be for the expense of the Partner.

6.7. Leaderoo shall never be liable for damages as a result of exceeding a Delivery term.

Article 7 – Product or Service complaints and replacements

7.1. Comments or complaints about the quality of the

Products and/or Services rendered by Leaderoo will not

be accepted.
7.2. A complaint of any nature by the Partner shall not

suspend the Partner’s obligation to pay.
7.3. Complaints can never be founded on minor deviations and/or deviations that are customary in the line of business. The only basis for a complaint is a deviation from the Specifications

as approved by the Partner.

Article 8 – Execution of Services, Amendments, and additional work

8.1. Leaderoo performs all Services on the basis of a best

efforts obligation.
8.2. If Leaderoo has carried out performances at the request

or upon prior agreement of the Partner that are outside the content or the scope of the initial Agreement of any Statement of Work (order form), this work or these performances shall be paid for in accordance with the agreed rates and in the absence of these, in accordance with Leaderoo’s usual rates. Leaderoo is never obliged to accede to such a request and may require that a separate Agreement is concluded for this.

8.3. The Partner accepts that the agreed or expected completion date of the Services and the mutual responsibilities of the Partner and Leaderoo could be influenced as a result of work or performances as referred to in this article 8. The fact that additional work is requested during the execution of the Agreement, shall never be a ground for termination or dissolution of the Agreement by the Partner.

8.4. In the event that Leaderoo provides the Service in phases, Leaderoo will be entitled to postpone the work for a phase until the Partner has approved the results of the previous phase in writing.

Article 9 – Retention of title and rights, conversion and suspension

9.1. All the goods delivered to the Partner remain the

property of Leaderoo until all the amounts the Partner owes pursuant to the Agreement have been fully paid to Leaderoo. If the Partner acts as a reseller, it will be allowed to sell all goods subject to the retention of title of Leaderoo and to deliver them insofar as this is usual in the ordinary course of its business. If the Partner (also) creates a new good with the goods delivered by Leaderoo, the Partner shall only create and hold such good for Leaderoo until the Partner has paid all the amounts payable pursuant to the Agreement. In that event, Leaderoo shall have been the owner of the newly created goods until the Partner has paid in full.

9.2. Rights, including rights of use, are granted to the Partner on the condition that the Partner has fully paid all the fees owed from the Agreement concluded between the Parties. If the Parties have agreed a payment obligation by standing order of the Partner prior to the right of use being granted, the Partner shall be entitled to the right

of use as long as the standing order payment

obligation is observed.
9.3. Leaderoo may retain the goods, Products, IP rights, data,

documents, software, datafiles and (interim) results of the Services of Leaderoo which are received or generated as part of the Agreement, despite an existing obligation to surrender or transfer, until the Partner has paid all the sums owed to Leaderoo.

Article 10 – Data Protection

10.1. To the extent that Personal Data is processed based on the execution of this Agreement by Leaderoo towards the Partner, the Parties acknowledge that Leaderoo is a Data Processor and Partner is a Data Controller and each Party shall comply with their respective statutory or regulatory data protection obligations.

10.2. When Leaderoo processes Personal Data in relation to the Partner or its employees, Leaderoo will be acting as a Data Controller. The purpose of processing will be (i) tax administration; (ii) banks, saving banks, administrative management of clients and suppliers; and (iii) performing credit checks and profiling the Partner. The legitimation of processing would be: legal obligation or execution of a contract where Partner is Party, or for the application of pre-contractual measures. The rights of the interested parties: (i) right to request access to personal data relating to the data subject. (ii) right to request rectification or deletion; (iii) right to request a restriction on your processing; (iv) right to object to processing; (v) right to data portability; (vi) right to not be subject to automated individualized decisions.

10.3. All the matters which relate to data protection, including any derived liability, will be established in a separate document: The Data Processing Agreement (DPA). In the absence of this signed document, the limits on liability established on article 14 of this General Terms and Conditions shall apply.

Article 11 – Intellectual Property

11.1. IP rights vested in the Services and/or Products provided within the framework of the Agreement and in the Content are held only by Leaderoo and/or its licensors, unless explicitly agreed otherwise in writing. The provision in this article 11 is a reservation within the meaning of Section 15, Subsection 1, of the Dutch Copyright Act.

11.2. Unless explicitly mentioned otherwise, no part of these General Terms and Conditions implies a transfer of IP rights.

11.3. The Partner is not permitted to remove or change any notices regarding IP rights vested in the Products and/or the (results of the) Services.

11.4. Leaderoo explicitly does not waive the personality rights referred to in Section 25 of the Dutch Copyright Act.

11.5. If the IP rights to (a part of) the Services, Products and/or Content are vested in the licensors of Leaderoo (considered as third parties), the Partner may have to accept the license provisions and conditions of these third parties in order to use (all functions of) the Services and/or Products. If the Partner does not want this, the Partner will forfeit any relevant claim it may have against Leaderoo.

11.6. In the event that it has been irrevocably established in court that the Services, Products and/or Content provided by Leaderoo infringe any IP right of a third party, or in the event that, in the opinion of Leaderoo, there is fair chance of such infringement occurring, Leaderoo, if possible, will ensure that the Partner can continue to use the service and/or product (or anything that is functionally equivalent), without interruptions. Any other or further liability or obligation to indemnify on the part of Leaderoo on account of infringement of IP rights of a third party is entirely excluded.

11.7. The Partner hereby grants Leaderoo a royalty-free, and non-exclusive license to use the Trademarks of the Partner and any other IP right necessary for the performance of the Services during the term of the Agreement. This license is sub-licensable to the Data Collection Partners of Leaderoo.

Article 12 – Dissolution and termination of the Agreement

.            12.1.  The Partner cannot terminate or dissolve the
Agreement on grounds other than those set out
in the paragraphs below.
.            12.2.  Either Party is authorized to dissolve the
Agreement due to an attributable failure to observe the Agreement if the other Party fails attributably in meeting essential obligations arising from the Agreement. Dissolution is only possible after a notice of default containing as many details as possible whereby a reasonable term for remedy of the failure is stated, being this notification issued by registered post with a reasonable term of at least thirty (30) calendar days to remedy the situation, said Party continues to attributably fail in the performance of his obligations under the Agreement. Payment obligations and all other obligations to cooperate by the Partner or a third party engaged by the Partner shall always qualify as essential obligations under the Agreement.
.            12.3.  If, at the time of the dissolution as referred to in this article 12, the Partner has already received performances as part of the execution of the Agreement, these performances and the associated payment obligation shall not be the subject of cancellation, unless the Partner proves that Leaderoo is in default with regard to the material part of these performances. Sums invoiced by Leaderoo prior to the dissolution concerning the proper performance or Delivery in execution of the Agreement shall remain due in full whilst observing the provision in the previous sentence and shall be due and payable forthwith at the time of dissolution.
.            12.4.  If an Agreement which on the basis of its nature and content does not terminate and has been entered into for an indefinite period of time, it can, after proper consultations have been conducted, be terminated by either Party by means of a written notice of termination stating the reasons. If a notice period has not been agreed between the Parties, a reasonable notice period shall be observed which shall be no shorter than four (4) months.
.            12.5.  The Partner is never entitled to terminate an Agreement which has been entered into for a definite period of time in the interim, such as, but not exclusively, a service agreement or Statement of Work (Order Form).
.            12.6.  Leaderoo can terminate an agreement in writing, wholly or in part, with immediate effect and without any notice of default being required if the Partner is granted suspension of payments, whether or not temporary, if bankruptcy is filed for with regard to the Partner or if the business of the Partner is liquidated or terminated other than as part of a reorganization or merger. Leaderoo shall never be under an obligation to refund any payments that have already been received or payment of any damages.
.            12.7.  Leaderoo is entitled to terminate the Agreement, partially or otherwise, if and from the moment that the product and/or service which Delivery is subject of the Agreement is no longer available, is no longer commercially viable for Leaderoo, has been taken off the market, or has otherwise become (permanently) unavailable.
.            12.8.  Articles that, with a view to their nature, are intended to continue to apply after the end of the Agreement remain in full force upon termination of the Agreement.
Article 13 – Non-attributable failure; force majeure

13.1. Failure to comply with an obligation shall not be regarded as attributable if it is the result of or is related to a circumstance which is beyond the control of the party concerned, whether it could have been foreseen or not. Such circumstances include but are not restricted to: war or a similar circumstance, mobilization, riots, sabotage, terrorism, threats of terrorism, fire, lightning

strike, implosion, explosion or escape of dangerous gases or substances, natural disasters, extreme weather conditions, strikes, sit-ins, boycotts or blockades and measures taken by a domestic or foreign Government such as the imposition of import, export, Delivery or production bans.

13.2. If a party fails to comply with the agreement, without this being attributable to the party concerned, and if it remains impossible to comply with the agreement on a permanent basis, the agreement may be terminated with immediate effect by either of the parties. If compliance is not permanently impossible, the Delivery period will be extended with the period during which compliance was impossible, including time required for resumption, and the agreement may only be terminated by either of the parties after an extension period of at least seventy-five (75) consecutive calendar days.

13.3. If Leaderoo incurs extra costs in complying with the agreement as a result of circumstances not attributable to Leaderoo, Leaderoo shall be entitled to charge these costs on to the Partner in all reasonableness. These rights shall not prejudice any other right of Leaderoo deriving from this Terms and Conditions or any Agreement.

Article 14 – Indemnification and Liability

14.1. Within the framework of the formation and/or execution of the Agreement, Leaderoo cannot be held liable for damage or loss by virtue of an (attributable) failure in the performance of the Agreement, unlawful act or other ground, except as provided for in the paragraphs of this article 14.

14.2. Leaderoo shall not be liable for any damages resulting from incorrect and/or incomplete information provided by the Partner, or damages that result from the execution of the instructions provided by the Partner.

14.3. The total liability of Leaderoo on account of attributable failure in the performance of the Agreement, an unlawful act or otherwise, which explicitly includes every failure in the performance of a warranty obligation agreed with the Partner as well as any liability arising directly or indirectly from data protection laws or regulations to compensation of the direct damage, will be limited per damage-causing incident, whereby a series of connected incidents count as a single incident, to the maximum amount paid, or should have been paid, to Leaderoo for the Delivery of the relevant product and/or service, assuming one (1) year of Delivery of the relevant product and/or service in the event of continuing performance contracts. In no case will the total liability (sum payable) of Leaderoo under the Agreement, for whichever reason, exceed the amount of fifty- thousand (50,000) euros. The exclusions and limitations of liability for Leaderoo referred to above also apply with regard to any warranties and obligations to indemnify of Leaderoo.

14.4. Direct damage is exclusively understood as the reasonable expenses incurred by the Partner to repair or resolve Leaderoo’s management staff shortcomings, to make the performance of Leaderoo conform to the Agreement as well as reasonable costs incurred in the prevention or limitation of the damages and the reasonable costs made in determining the cause and extent thereof.

14.5. The obligation for Leaderoo to pay compensation will only arise if the Partner sends written notice to Leaderoo of this damage within four (4) weeks of the damage occurring.

14.6. Leaderoo shall not be directly or indirectly liable towards the Partner for any special, consequential, incidental, punitive, or indirect damages arising from or relating to any breach of this Agreement, regardless of any notice of the possibility of such damages, including but not limited (i) to lost profits, loss of business opportunities, loss of goodwill, or anticipated savings, and/or any other kind of reputational damage; (ii) costs of substituting goods or Products; or (iii) waste management or staff time.

14.7. Every use of the Services and/or Products is at the risk and responsibility of the Partner. The Partner hereby undertakes to indemnify and hold harmless Leaderoo for all damages, losses, costs and expenses resulting directly or indirectly from any credit, compensation, indemnification and/or other claims arising from or relating to (i) the breach of public or private subjects’ rights, (ii) the breach of any provision of the Contract and/or (iii) the fraudulent or negligent behavior of the Partner or its End Clients (as defined bellow), in any case holding Leaderoo harmless against any claims connected with and/or arising in any manner whatsoever from an incorrect realization of the relevant creative content, a breach of third parties’ rights and/or lack of compliance with the laws and/or the regulations and/or any national and/or international provisions, and also bearing all the costs connected with the administration of any proceedings started against Leaderoo due to the actions and/or default of the Partner. At its discretion, Leaderoo will have the right to choose the legal advisors to be entrusted with the defense in such events and the Partner will bear the relevant costs and expenses.

14.8. In deviation of the statutory limitation periods, any claims against Leaderoo and/or any of its affiliates, employees, officers, directors, attorneys or any other representatives of whatever nature and for whatever reason against Leaderoo in connection with the performance of the Agreement shall expire after one (1) year to count from the moment the Partner became aware, or could reasonable have been aware, of the existence for such rights and powers.

Article 15 – Confidentiality and non-disclosure

15.1. The Receiving Party shall not at any time during the Term of the Agreement, and for an unlimited period after termination or expiration of this Agreement, publish, disclose, or otherwise divulge any Confidential Information of the Disclosing Party to any third party, except to those of the Receiving Party’s representatives who have a need to know such Confidential Information and who are bound by confidentiality obligations no less stringent than those contained in this Agreement. The Receiving Party shall instruct its representatives of its obligations under this Agreement and shall be responsible for any breach of this Agreement by its representatives.

15.2. The Receiving Party will only have a duty to protect Confidential Information disclosed to it by the Disclosing Party.

15.3. The Receiving Party shall: (i) keep the Confidential Information in the strictest confidence; (ii) use the Confidential Information only for the purpose of performing its obligations or exercising its rights under this Agreement; (iii) store the Confidential Information with the same degree of care as the Receiving Party uses to protect its own information of a similar nature, but no less than a reasonable degree of care; (iv) store the Confidential Information so as to prevent any use of Confidential Information in violation of this Agreement and/or unauthorized communication of Confidential Information; and (v) store the Confidential Information in accordance with any particular and reasonable information security requirements of the Disclosing Party for the transmission, storage, or handling of the Confidential Information.

15.4. The Receiving Party shall promptly notify the Disclosing Party in writing of any misuse or misappropriation of its Confidential Information that may come to the Receiving Party’s attention.

15.5. This Agreement imposes no obligation upon a Receiving Party with respect to Confidential Information which: (i) the Receiving Party can demonstrate was already in the Receiving Party’s possession or knowledge and which the Receiving Party lawfully acquired other than from the Disclosing Party; (ii) is or becomes publicly available through no fault of the Receiving Party; (iii) is independently developed by the Receiving Party without a breach of this Agreement, which can be demonstrated by documentary evidence; (iv) is disclosed by the Receiving Party with the Disclosing Party’s prior written consent; or (v) is required by law to disclose.

.            15.6.  Upon receipt of the Disclosing Party’s written request or upon termination or expiration of this Agreement, the Receiving Party shall: (i) immediately stop using all Confidential Information; (ii) promptly return to the Disclosing Party all documents, copies, or other material containing Confidential Information; or (iii) upon the Disclosing Party’s request, destroy all Confidential Information and any copies thereof.
.            15.7.  The Receiving Party acknowledges that disclosure of any Confidential Information may give rise to irreparable injury to the Disclosing Party, which may be inadequately compensable in damages. Accordingly, the Disclosing Party may seek injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.
.            15.8.  Partner acknowledges that the Products delivered and/or Services performed, including the Online Services as well as any other proprietary information (the ‘Trade Knowledge’) originating from Leaderoo is always confidential in nature and that the Trade Knowledge contains trade secrets of Leaderoo and its suppliers or producers.
.            15.9.  By derogation of the aforementioned, at any time after signature of this Agreement, Leaderoo may publish or use Partner’s name and logo on: (i) Leaderoo’s website; (ii) marketing collateral; (iii) online advertisement banners; and (iv) in Leaderoo’s sales presentations. Leaderoo will obtain Partner’s written permission prior to publication for each of the following: (i) press release; (ii) case study or white paper on Leaderoo’s website and marketing collateral (and discussion of case study or white paper during sales presentations); and (iii) Partner’s quote on Leaderoo’s website.
Article 16 – Transfer of rights and obligations

.            16.1.  Leaderoo shall always be authorized, without prior notification or permission of the Partner being required, to transfer some or all of the rights and obligations arising from the Agreements it has concluded to third parties. The Partner can transfer the rights and obligations arising from the Agreements that it has concluded only after prior written permission of Leaderoo, which permission shall not be withheld on unreasonable grounds.
.            16.2.  In any case, Leaderoo is entitled to transfer its rights and obligations under the Agreement to a third party such as a factoring company without notice or permission of the Partner being required.
Article 17 – Applicable law, and applicable jurisdiction

.            17.1.  These General Terms and Conditions, as well as any and all offers, quotations, engagements, legal relationships, and Agreements to which these General Terms and Conditions apply shall solely and exclusively be governed and construed in accordance with the laws of the Netherlands. The UN Convention on Contracts for the International Sale of goods (also referred to as the Vienna Sales Convention) shall not apply.
.            17.2.  The competent courts in the city of Amsterdam shall have exclusive jurisdiction to settle any and all disputes in connection with this General Terms and Conditions, as well as any and all offers and Agreements to which these General Terms and Conditions apply, without prejudice to the right of appeal (hoger beroep) and that of appeal to the Supreme Court (cassatie).

Chapter 2 – Specific lead-generation and lead- Delivery provisions

In addition to the general provisions of chapter 1, in relation to lead-generation and lead Delivery activities, the herein-contained provisions shall apply. In the event of discrepancies between Chapter 1 and what is contained in this Chapter 2, Chapter 2 shall prevail over all other provisions.

Article 1 – Additional definitions

Campaign – One or more lead generation, sweepstakes, co-sponsoring offers, co- registration offers, lifestyle questions, email or social lead generation or recollection of survey information websites.

Data Collector – The entity who collects the Data Sets. Data Sets – The individual data contained in a filing system which might contain different data fields.
Data Subject – The individual as defined in the applicable data protection laws and regulations.

End Client(s) – The entity receiving the marketing consent from the Data Subject.
Interest(s) – Indications provided by the Data Subject in relation to their preferences.

Minimum Acceptance Rate – The minimum number of Data Sets that must be accepted by the Partner on a given Delivery or given month. Leaderoo will always charge for said minimum number.

Proof of Consent – Timestamp and IP Address (and Double-Opt-In information in the case of German Data Sets)
Validation Services – External and independent data validation Services who check for the accuracy of the Data Sets. This does not guarantee an error free Delivery.

Article 2 – Product and/or Service and Delivery

2.1. The individual data sets will be generated via online campaigns hosted by the Data Collectors. The Data Collectors shall make available to the Data Subject the relevant data protection information and shall collect a free and explicit advertising consent (declaration of consent) from such Data Subject during the registration process in favor of the Partner (or its End Client). The Partner expressly acknowledges that he is familiar with the manner in which the data is collected from the Data Subject by the Data Collectors. The Partner hereby confirms that he approves the method of generation of data sets and in particular the contents of the data protection information provided to the Data Subject(s) and the procedures used to collect the opt-ins.

2.2. Exclusively for Delivery of German Data Sets, in the case of double opt-in data sets, a Data Set of a Campaign shall receive a confirmation e-mail from the Data Collector following registration and shall be required to confirm receipt of such e-mail by clicking on a confirmation hyperlink.

2.3. In the case of single opt-in data sets, the Data Collector shall verify the e-mail address registered by a Data Subject of an online campaign via Validation Services.

2.4. The Data Collector will at all times collect the relevant Proof of Consent, which Leaderoo will make available (through the Data Collectors) to the Partner at its formulated request.

2.5. Warranty disclaimer. Except as explicitly stated in this Agreement, or the applicable Statement of Work (Order Form), and to the extent permitted by law, Leaderoo disclaims all warranties and conditions, whether express or implied by statute, common law, or otherwise, including but not limited to any warranty of performance or results the Partner may obtain by using the Product, and any warranty of satisfactory quality, merchantability, or fitness for a particular purpose in connection with Partner’s purchase of the Product under this Agreement. Leaderoo does not warrant that the Data Sets will meet the Partner’s requirements or that use will be uninterrupted or error free. The Product is provided “as is”, and the entire risk as to its satisfactory use is with Partner. The Partner acknowledges that it has carried out independent research and analysis as to the

appropriateness of the Product and Professional Services for its requirements, has relied upon its own independent research to make an informed decision to select Leaderoo to deliver the Product and Professional Services, and has not relied upon any written or oral advice from Leaderoo.

2.6. The Partner shall be responsible for addressing the reception of the data sets.

2.7. In the case of CSV deliveries, the Data Sets shall be supplied in comma separated values, or other format as may be agreed from time to time, using an industry standard security protocol, for example by Secure File Transfer Protocol or another protocol with equivalent protection.

2.8. Under this Agreement, Leaderoo will be responsible for compiling the data from the Data Collector(s) and delivering said data to the Partner.

Article 3 – Rights of Use (contents and restrictions)

3.1. The Partner shall receive the data sets for the type of marketing as indicated in the Insertion Order (e- mail, telephone, and/or postal) and the Partner warrants that he shall only use the data sets for such type of marketing in accordance with the Insertion Order conditions.

3.2. The Partner warrants (i) not to advertise Services, Products or materials in breach of laws and regulations applicable in the country (or in the countries) where the marketing campaigns of the Partner can be published or, in any case, where the content published on the Partner’s websites is accessible; (ii) not to use content that is illegal or which might adversely affect third parties; (iii) not to put in place illicit or fraudulent behavior pursuant to applicable laws or regulations; (iv) to comply with all the stipulations of the Agreement and applicable law. The Partner will indemnify and hold harmless Leaderoo against and for any loss and/or damage resulting directly or indirectly from or relating to any breach by the Partner of the warranties in this (Chapter 2) Article 3.

3.3. Subject to the commercial terms set out in the Agreement and above, the Partner is permitted to use the data sets exclusively for advertising the Partner’s own Products or Services or if applicable, the Products and Services of third parties. The data sets may not be used other than for the purpose specified in the Agreement or applicable Insertion Order. It is also not permitted to pass the data on to any third party that is not authorized by Leaderoo to use the data according to the Agreement or applicable Insertion Order. It is strictly forbidden for the Partner to resell the data to any third party. It is also strictly forbidden for the Partner to use the data for any other product, service or label than agreed upon in the Agreement.

3.4. In the event of any breach by the Partner or any of the Partner’s End Client(s) of the provisions on the use of the data sets as set forth in the (Chapter 2) Article 3.3, the Partner shall be obliged to reimburse to Leaderoo any and all damages, losses, costs and expenses incurred by Leaderoo resulting directly or indirectly therefrom. In case the Partner or any of the Partner’s End Client(s) re-sells or misuses the data, the Partner shall be obliged to pay to Leaderoo a fixed amount of fifty- thousand (50,000) euros as liquidated damages, notwithstanding Leaderoo right to seek reimbursement of its actual damages, losses, costs and expenses resulting directly or indirectly therefrom.

3.5. Nothing in the Insertion Order or in these general terms and conditions will prohibit or prevent Leaderoo from offering and selling the Data-sets to one or more other contracting parties.

3.6. Leaderoo shall be entitled to include control addresses among the address data supplied in order to monitor use in compliance with the Agreement.

Article 4 – Remuneration and Payment

4.1. The Partner shall be supplied with the data sets for comparison with the Partner’s own database. The Partner shall pay Leaderoo for data sets that represent net additions (“Net Data Set”) in comparison with the Partner’s own database.

Net addition means that the data set provided by Leaderoo was not previously included in the Partner’s own database or End Client database or in the event no advertising consent (Opt-in) has been given by such person in an existing database. The Partner undertakes and agrees to report to Leaderoo the Net Data Sets so received on a monthly basis and to delete and refrain from using any other, not- accepted data sets. In the event the Agreement provides for the data sets to be passed on by the Partner to a third-party End Client, the Partner undertakes and agrees to ensure such third party is contractually bound to Leaderoo to adopt the same procedure. In the event the data sets are to be passed by the Partner to a third-party End Client, the Partner undertakes and agrees to assume all responsibility regarding the direct payment for the Services provided to the Partner.

4.2.  In case of Delivery by CSV-file, the Partner shall report to Leaderoo all Net Data Sets within 10 days after the end of the month of Delivery for the purpose of the financial records of Leaderoo. Leaderoo will have the right to invoice the Partner for all the (gross amount of) delivered data sets in the event the Partner does not meet said deadline.

4.3.  In case of Delivery via API/web service, all the ‘OK’ responses (accepted data sets) will be invoiced by Leaderoo to the Partner. For the avoidance of doubt, this means that as soon as a data set has been accepted by the Partner ́s server (OK response or similar response that implies data acceptation), a payment obligation is born.

4.4.  In case a Minimum Acceptance Rate is agreed upon, Partner is bound to accept a minimum percentage of gross delivered leads by Leaderoo, being that percentage agreed upon by the Parties stated the Agreement or applicable Insertion Order.

4.5.  In case a re-optin has been ordered by the Partner, and by way of derogation of point 4.1 to 4.3, Partner is bound to accept all the leads delivered by Leaderoo which have the condition of re- optin Leads.

4.6.  The Partner is responsible for insuring that the API connection with its own server is properly executed. Leaderoo cannot be held responsible and will not bear the cost of errors in the connection or the operation of the API connection with the Partner ́s servers. The Partner shall insure that the connection is done with the appropriate database (including the database of the End Client). In case of error by the Partner, the Partner will not be awarded any deduction, discount or set-off.

4.7.  For any Agreement where the Partner is procuring the data sets on behalf of an End Client, the Partner remains liable for the due payment of all financial obligations under the Agreement towards Leaderoo. The Partner shall remain liable towards Leaderoo for any damages suffered in the event a Partner’s End Client is in default with any payment obligation. In the event the Partner fails to timely fulfil its payment obligations to Leaderoo, the Partner shall upon first request by Leaderoo assign to Leaderoo any claims the Partner may have or acquire on such End Client.

4.8.  Leaderoo reserves the right to deliver, at any time, the data sets via CSV-file to the Partner.

4.9.  Leaderoo will charge the data sets according the rates agreed upon in the Agreement of applicable Insertion Order.

4.10.  Leaderoo shall not be liable and shall not be obliged to compensate the Partner for any withdrawals of consent (unsubscribes) performed by the data subjects on the delivered data.
Article 5 – Obligations of Leaderoo

5.1. Leaderoo shall request the listing of the Partner and/or the Partner’s End Client(s) in online campaigns of the Data Collectors, as required for the generation of opt-in data sets. Leaderoo shall supply to the Partner or, if applicable, the Partner’s End Client(s) only those data sets generated during online campaigns where the Partner and/or the

Partner’s End Client(s) have been mentioned. The Partner is in agreement with the way the generation of opt-in data sets are generated.

5.2. In the event Data Subject Interests have will be provided to the Partner, these shall be collected by the Data Collector via Campaigns in which Data Subject answer multiple questions, and where the Data Subjects indicate their Interests and provide a valid marketing consent. The Partner is in agreement with the way said Interests are collected.

5.3. Leaderoo is subject to a best effort obligation to deliver the leads to the Partner. In case Leaderoo deems it necessary for commercial and/or operational reasons not to deliver the leads to the Partner or to stop the Delivery of the leads to the Partner, the Partner will have to pay Leaderoo exclusively for the actual delivered (or accepted) amount of Leads, having Leaderoo no contractual obligation to deliver the remaining amount of Leads to the Partner. In the case Leaderoo wishes to terminate the agreement, and after a written notice from Leaderoo the Order Form will be terminated by Leaderoo without any (direct or indirect) liability, remaining applicable, and only to the extent necessary, any other provision agreed upon by the Parties.

Article 6 – Obligations of the Partner

6.1. Neither the Partner nor any of the Partner’s End Client(s) shall be permitted to create the impression that the e-mail marketing and/or telephone marketing has been initiated by Leaderoo or the Data Collector; or that Leaderoo is in any way involved in or responsible for the marketing.

6.2. If the Partner acts as an agent (broker) for its End Clients, the Partner shall agree in writing with its End Clients that the latter may only use the data sets subject to the restrictions and conditions set out in these General Terms and Conditions and only for the commercial purpose and term set out in the Agreement or applicable Insertion Order.

6.3. The Partner is aware of and shall comply with the legal provisions regarding unrequested communication and the protection of personal data. When using the data sets provided by Leaderoo, the Partner is obliged to comply with all applicable law and regulations.

6.4. Leaderoo will provide from time to time a data suppression list to the Partner. The Partner shall ensure that all data contained in said list has been matched against (all) the data delivered by Leaderoo. The leads that match shall be marked as unusable and the Partner shall not communicate with those Data Subjects.

Chapter 3 – Specific provisions on the use of Online Services

In addition to the general provisions of chapter 1, and specific provisions of chapter 2, in the event Leaderoo supplies Products and/or Services through Online Services to the Partner, the herein- contained provisions shall also apply. In the event of discrepancies what is contained in this Chapter 3 shall prevail over all other provisions.

Article 1 – Additional definitions

Content – All works, text, data, information, or other materials published, announced, or made available by Leaderoo, with the exception of the Software.
Login Details – The username and password (originally) provided by Leaderoo giving the Partner and Users access to the Online Services.

Online Services – The Services offered by Leaderoo consisting of providing the Partner with remote access to the Content. Software – The software developed by (the licensors of) Leaderoo.

User – A natural person, working at the organization of the Partner, who pursuant to the Agreement or the General Terms and Conditions has the right to access and use (parts) of the Online Services.

Article 2 – Right of Use

2.1. Subject to the condition of full and timely payment by the Partner for the Products and

Services provided by Leaderoo, Leaderoo grants the Partner the non-exclusive, non-transferable, revocable, and non-sub-licensable right to use the Online Services and their Content for a limited period of time in accordance with the provisions of the Agreement. Without prejudice to the remaining provisions of the Agreement, the Partner’s user right, in accordance with the instruction and Specifications of Leaderoo, entitles the Partner to: a) Access the Online Services and their Content remotely; b) Visualize and consult the Content of the Online Services; c) Store or download Content; and d) Copy or download Content from the Online Service made available for Partner.

2.2. The Online Services may only be used by the Partner for his own business operations and only by the agreed number of Users. The Partner will not make the Online Services available to third parties.

Article 3 – Implementation, new versions and maintenance

3.1. The Partner agrees that he provides and

furnishes Leaderoo with all the assistance and information required by Leaderoo in order to properly provide access to the Online Services.

3.2. Unless otherwise agreed, Leaderoo may keep the Online Services, or one or multiple parts thereof, temporary offline and/or restrict the use thereof if this is considered necessary by Leaderoo, for example for the purpose of preventive maintenance or making corrections or adjustments. Leaderoo will notify the Partner of the temporary unavailability or the restricted use of Online Services as soon as possible, should this reasonably have a substantial effect on the business operations of the Partner. In the event of emergencies, as a result of which Online Services must be taken offline with immediate effect or the use of Online Services must be restricted, Leaderoo will notify the Partner thereof as soon as reasonably possible.

Article 4 – Warranties

4.1. Except as specifically provided in this Agreement, the Online Services are provided “as is” without warranty of any kind, express or implied, including but not limited to warranties of performance, merchantability, fitness for a particular purpose, accuracy, omissions, completeness, correctness, and delays.

4.2. Leaderoo cannot be held responsible for the proper functioning of the Online Service. Leaderoo cannot be held liable for damage or costs caused by errors in the transmission and by the failure of computer, data or telecommunication facilities, or the poor performance or unavailability thereof, including the Internet.

4.3. The Partner is responsible for meeting all technical and functional requirements that may be set by Leaderoo and which are needed to use the Online Services.

Article 5 – Login Details and Users

5.1. In order to use the Online Services, the Partner needs Login Details.

5.2. The Partner is responsible for keeping the Login Details secret. As soon as the Partner realizes or has reason to suspect that his Login Details are in the hands of unauthorized parties, the Partner must immediately notify Leaderoo thereof, without prejudice to the Partner’s own responsibility to take immediate and effective action, for example by changing his Login Details. The Partner will at all times be responsible and liable for the use of Content and Online Services by third parties via the Login Details of the Partner. The Partner indemnifies Leaderoo for all damage and costs arising from and/or in connection with the use of Content and/or Online Services by third parties via the Login Details of the Partner.

5.3. The Partner is responsible and liable for all use of Online Services by Users and guarantees that the Users will comply with the provisions set out in the Agreement.