Last modified: September 13, 2023
1. Applicability and general provisions
- These Terms of Service (“Terms”) apply to all offers and quotations of Just Leadz B.V. and agreements between Just Leadz B.V. and her clients.
- These Terms, together with the Services Agreement including its annexes, form a legally binding agreement (“Contract”) between Just Leadz B.V. and the client.
- The Contract exclusively governs the legal relationship between the parties. Any terms and conditions of the Client are not applicable.
- No amendment of the Contract shall be binding unless in writing and duly signed by both parties.
- If any part of the Services Agreement conflicts with these Terms, the Services Agreement takes precedence over these Terms with regard to that subject matter only.
- If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of any other provision shall not be affected. If any provision of these Terms (or part of any provision) is or becomes illegal, invalid or unenforceable but would be legal, valid and enforceable if some part of it was deleted or modified, the provision or part-provision in question shall apply with such deletions or modifications as may be necessary to make the provision legal, valid and enforceable. In the event of such deletion, the parties shall negotiate in good faith in order to agree the terms of a mutually acceptable alternative provision in place of the provision so deleted.
2. Definitions – In the Contract, the following definitions shall apply:
- Account: a unique business.
- Target List: a summarized Account list of the Client’s Target Market, which may include company name, URL, location, revenue, employee count, technographics, and other additional data points deemed necessary by either party.
- Attack Plan: a strategic document that summarizes processes, ideal company profiles, buyer personas, the Client’s value proposition, campaign content, handoff procedures, and best practices.
- Campaign Assets: Contact data, email domains, LinkedIn profiles, and other information collected or created as part of the Services provided under the Contract.
- Client: a client of Just Leadz.
- Confidential Information: all information of a confidential nature in whatever form which is indicated as confidential by the disclosing party or of which the receiving party understands or could reasonably expect its confidential nature, disclosed by either party (“Disclosing Party”) to the other party (whether directly or indirectly) (“Receiving Party”).
- Contact: a unique individual working at or for an Account.
- Just Leadz: Just Leadz B.V., registered at the Dutch Chamber of Commerce (KvK) under number 83917497, with its address at Singel 250, 1016 AB, Amsterdam, The Netherlands.
- Lead: a sales conversation scheduled or handed over by Just Leadz between the Client and a Contact targeted by Just Leadz as part of the process of Lead Generation.
- Lead Generation: sales- and marketing activities, including sending emails, LinkedIn messages, running advertisements and social media campaigns for Contacts at Accounts targeted by Just Leadz.
- Lead Generation Period: an agreed period of Lead Generation, effective from the first day the Client provides approval of Lead Generation.
- Onboarding Period: the initial period of research and development of key strategic deliverables.
- Services Agreement: the document setting out the details of Services to be provided, fees, deliverables, milestones and any other specific terms.
- Services: the services to be performed by Just Leadz, set out in further detail in the Services Agreement.
- Successful Lead: a Lead generated by Just Leadz and delivered to the Client that results in the Lead purchasing products and/or services from the Customer, in any form.
- Target Market: a group of potential buyers identified by the Client to sell products and services to.
3. From offer to formation of a Contract
- Offers/Quotations from Just Leadz are valid for 30 days. After expiry of those 30 days, Just Leadz is no longer bound by its offer/quotation and shall be entitled to provide a new offer/quotation, which may vary from the initial one.
- The Services Agreement shall set out all or any combination of the following: a description of Services to be carried out, deadlines, milestones, deliverables, pricing, term and any other specific details and terms relevant to the project. Upon approval and signature of the Services Agreement by the parties, a Contract comes into existence. By signing the Services Agreement, the Client indicates its acceptance of these Terms, which form an integral part of the Contract.
- In the event the Client requests Just Leadz to start performing Services without having signed the Services Agreement, such request shall be deemed acceptance of the Services Agreement and Terms.
- Just Leadz shall perform the Services as agreed between the parties, set out in further detail in the Services Agreement.
- Just Leadz shall employ its best efforts to provide the Services with all due skill, care and diligence and within any time frames agreed upon, set out in the Services Agreement.
- If the Client requests services which are not part of the Services Agreement, or if Just Leadz determines it is necessary to perform additional services in order to meet the requirements of the Client, such additional services shall be mutually agreed upon and shall be subject to additional fees to be agreed upon. Such additional services and fees shall be part of an addendum to the Services Agreement. In regards to additional research hours, the process of clause 5 shall apply.
5. Research hours
- The Client is entitled to six (6) hours per month for the development of Target Lists or research hours. If Just Leadz threatens to exceed the number of hours or needs to incur additional costs to purchase contact lists from vendors, additional hours can be purchased at a fee of €95,- per hour or the actual cost will be passed on to the Client.
- Examples of research include manual digging through LinkedIn to identify new contacts, reviewing websites in detail to qualify accounts, etc. If Just Leadz exceeds the allocated number of research hours, additional research can be conducted for a fee of €95,- per hour.
6. Onboarding Period
- The Onboarding Period starts once the Contract is formed and will continue until the Client has given its approval to begin Lead Generation. During the Onboarding Period, Just Leadz will develop two strategic documents known as the “Attack Plan” and “Target List”, which will both be discussed and agreed with the Client.
- The Onboarding Period is not included in the monthly fees but is, unless otherwise agreed, subject to a separate fee.
7. Lead Generation structure
- During each Lead Generation Period, Just Leadz commits to conducting Lead Generation for the total number of Accounts approved by the Client.
- By the end of the second month in every Lead Generation Period, Just Leadz shall have started Lead Generation to at least 10% of the agreed total number of Accounts.
8. Obligations of the Client
- The Client shall provide all information, documents and materials necessary for a proper performance of the Services (collectively: “Client Materials”), as set out in the Services Agreement, timely and adequately. Such Client Materials shall be adequate, complete and up-to-date.
- The Client shall make itself available for meetings with Just Leadz as set out in the Services Agreement and upon reasonable request when necessary.
- The Client shall pay any invoices before their due date, adhere to the payment conditions and act as a reasonable and professional client at all times.
- Just Leadz shall not be liable for any failure in performance or delay in performance as a result of a breach of the Client’s obligations.
- The Client shall, both on its own initiative and upon request, at all times inform Just Leadz and keep informed about the status of Leads.
- The Client shall notify Just Leadz within five (5) business days upon transformation of a Lead into a Successful Lead. In addition, the Client shall notify Just Leadz of any revenue generated from the Successful Lead during the period in which Just Leadz is entitled to the commission.
- The Client shall cooperate fully with Just Leadz in order to enable Just Leadz to monitor and control the status of Leads. This includes, but is not limited to, the provision of any information necessary for Just Leadz to assess whether a Lead has become a Successful Lead as well as to determine the revenue generated by the Client from the Successful Lead, for the purpose of calculating the commission Just Leadz is entitled to. The Client may also need to grant access to Just Leadz to its information systems for this purpose. In addition, Just Leadz has the right to contact Leads directly in order to determine whether or not the Lead has become a Successful Lead.
- The Client acknowledges and accepts that its co-operation is indispensable in order to achieve the best results out of the Services provided, in particular the following-up and closure of Leads provided by Just Leadz.
- Just Leadz is not liable for the failure to perform Services (properly) or any delay therein if that is due to the Customer’s failure to or inadequately fulfilling Obligations of the Client.
9. Fees and payment conditions
- The Client shall pay the fees as set out in the Services Agreement. Fees are in Euro’s and exclusive of VAT (Dutch: BTW).
- Payment must be made by bank transfer, credit card or direct debit (Dutch: automatisch incasso), unless another method of payment has been approved in advance by Just Leadz. Alternative payment methods may be subject to an additional charge to cover service fees incurred by Just Leadz for the use of such payment method.
- If the Client chooses to pay by direct debit, the Client authorizes Just Leadz to pay the monthly amount due, or – if the Client chooses to pay a number of instalments in accordance with article 9.7 – the lump sum amount payable, automatically from its bank account. You can issue a direct debit digitally to us. The direct debit will take place once a month (unless article 9.7 applies, then the direct debit will take place once per chosen payment period). An authorization is valid indefinitely. If the direct debit fails for any reason fails, a second attempt will be made. If that attempt also fails, Just Leadz will request the Client to still pay the outstanding amount by bank transfer or credit card within the set period of time. The Client remains at all times obliged to pay the agreed rates within the term of payment.
- Just Leadz reserves the right to adjust fees annually in accordance with the applicable percentage of the Harmonised Index of Consumer Prices (HCIP).
- Monthly fees are invoiced on a monthly basis (unless the Client has chosen to pay fees for a longer period upfront in accordance with clause 9.7). The first billing cycle commences on the date the Onboarding Period starts.
- Payment for the first billing cycle must be made in full before the Lead Generation Period starts. Failure to do so will result in Just Leadz postponing performing its Services until the date full payment of the first billing cycle is received. Payment for subsequent billing cycles is due on the date every next monthly billing cycle starts. In the event the Client fails to pay within 14 days from the start of any subsequent monthly billing cycle, in addition to the rights and remedies set out in the Contract, Just Leadz reserves the right to temporarily suspend the Services.
- The Client may choose to pay a few billing cycles at once upfront. This will entitle the Client to a discount to be determined by Just Leadz.
- If the parties have agreed on a one-off fee for the Onboarding Period, Just Leadz will bill the Client this one-off fee immediately upon approval and signature of the Services Agreement.
- If Just Leadz receives a notice to terminate the Contract in between billing cycles, Just Leadz shall prorate the amount due for the upcoming billing cycle.
- The fee referred to under article 5 under B of the Services Agreement (commission) will be invoiced within 30 days after Just Leadz is notified by the Client of revenue generated from a Successful Lead.
- If the Client fails to pay an invoice on or before its due date, the Client shall be in default automatically. In such an event, Just Leadz may add statutory interest which accrues on a daily basis from the due date until the invoice has been paid in full. In addition, in such an event the Client shall be liable to pay for debt recovery costs at 15% of the outstanding balance with a minimum of €40. Statutory interest as well as debt recovery costs shall be automatically added if the invoice has not been paid in full 14 days after the date of the first payment reminder.
- The Client has the right to request a pause of the collaboration and its billing cycle for a maximum of two (2) months per year in exchange for a pausing fee of €150,- per month. A request for pausing must be made at least two (2) months prior to the desired pausing cycle.
10. Term and termination
- The Contract commences on the date the Client approves and signs the Services Agreement in accordance with clause 3.2 and shall continue in full force and effect until and unless the Contract is terminated in accordance with clauses 10.2, 10.3 or 14.3.
- If the termination period has not been specified in Contract the following will apply: after expiry of the first three (3) months of the Contract, either of the parties may terminate the Contract by giving the other party at least three (3) month prior notice.
- Either of the parties may terminate this Contract at any time with immediate effect by giving written notice to the other party if:
3.1 the other party commits a material breach of this Contract and such breach is not remediable;
3.2 the other party commits a material breach of this Contract which is not remedied within a reasonable period after receiving written notice of such breach;
3.3 the other party becomes the subject of voluntary liquidation, applies for bankruptcy or is otherwise unable to pay its debts.
- Termination in accordance with clause 10.3 is without prejudice to the other rights and remedies available to the terminating party in the events stated in clause 10.3.
- Notices of termination must be in writing, in English, and sent to the last known address of the party by registered mail or by e-mail.
11. Disclaimer of warranties
- Just Leadz shall perform Services to the best of its abilities and aims to achieve at least the quarterly targets set out in the Services Agreement. However, due to the nature of the Services, results may vary depending, amongst others, on the type of Target Market. Just Leadz therefore cannot guarantee that the Services provided will result in the estimated number of Leads per month outlined in the Services Agreement nor that the Services will result in new clients.
- The Client understands that sometimes conversations are handed over instead of appointments booked, in which event it is the Client’s responsibility to convert the conversation into an appointment.
- The Client acknowledges and accepts that it is responsible for following up on Contacts and acquiring new clients once a Lead has been delivered by Just Leadz.
- Even though Just Leadz employs its best efforts to deliver accurate and clean Target Lists, any datasets may include an error margin of 5% to 10%. Just Leadz is not liable for any errors in Target Lists.
12. Limitation of liability
- Just Leadz’ liability is limited to damages directly resulting from a breach of a material obligation under the Contract which is attributable to Just Leadz.
- Just Leadz shall not be liable for any consequential, indirect or special damages or losses, including, but not limited to loss of data, loss of business opportunity, loss of profit and harm to reputation or loss of goodwill.
- Just Leadz shall not be liable for any errors, mistakes or failures in any third-party software tools used by Just Leadz in the provision of the Services or in the products or results thereof.
- Confidential Information includes, but is not limited to:
1.1 the existence and terms of the Contract.
1.2 any know-how, trade secrets, Intellectual Property Rights, financial, commercial, technical, tactical or strategic information of any kind, including leads, sales and marketing plans.
1.2 any log-in credentials or account information.
- The Receiving Party undertakes that it shall
2.1 keep the Confidential Information confidential at all times;
2.2 not disclose the Confidential Information or allow it to be disclosed in whole or in part to any third party without the Disclosing Party’s prior written consent;
2.3 take and maintain proper and reasonable measures to ensure the confidentiality of the Confidential Information;
2.4 not use or seek to derive benefit or commercial advantage from the Confidential Information in whole or in part for any purpose other than strictly for the performance of its obligations and exercise of its rights under the Contract.
- Upon the expiry or termination of the Contract (howsoever caused) the Receiving Party must return or procure the return to the Disclosing Party or, at the Disclosing Party’s option, destroy or procure the destruction of any and all materials containing the Confidential Information together with all copies.
- This clause shall bind the parties during the term of the Agreement and until such time as the Confidential Information shall cease to be confidential in nature.
- The parties may disclose Confidential Information to their employees and external professional advisers or third-party service providers hired by Just Leadz for the provision of the Services, but only to the extent it is strictly necessary and under the condition that any such persons or entities are bound by a confidentiality obligation at least as strict as the parties’ obligation under this clause.
14. Force Majeure
- The parties shall not have any liability for any failure or delay in performance of their obligations to the extent the same results from Force Majeure. Force Majeure applies in the event the failure or delay in performance results from an event beyond the parties’ reasonable control, which also is not attributable to that relevant party for any other reason.
- Force Majeure events include, but are not limited to, acts of God, war, accidents, illness, (technical) interruptions or failures in services essential for the proper performance of the Services, performance failures by third-party service providers, governmental orders (including those as a result of an epidemic or a pandemic such as Covid-19).
- If a Force Majeure event continues for a continuous period of more than one (1) month, either of the parties may terminate the Contract with immediate effect by giving the other party written notice of termination, without incurring liability for such termination to the other party. If the Contract is so terminated, the Client shall be liable for payment of Services provided by Just Leadz up to the date of termination.
15. Use of the Client’s name and logo
- Just Leadz may use the name and/or logo and/or profile photo of the Client for marketing and promotion purposes of its own business, including naming the Client as a client of Just Leadz and displaying the Client’s name, logo and/or profile photo on its website.
- If the Client does not agree to the use of its name, logo and/or profile photo as per clause 15.1, it must notify Just Leadz. Upon receipt of such notification, Just Leadz will promptly remove all references to the Client from all marketing channels and promotional materials, including its website.
- If the Client introduces another entity (not being a group entity of the Client) to Just Leadz and such entity enters into a contract for services with Just Leadz and effectively remains a paying client of Just Leadz for at least six (6) months, the Client may be awarded a referral bonus in the form of credit to be used against future invoices of Just Leadz.
- It is at the sole discretion of Just Leadz to award a referral bonus. This is not guaranteed and the Client understands it cannot claim such a bonus.
17. Data protection
- Just Leadz collects and processes certain personal information about the Client. Such processing is subject to international and domestic data protection laws. Just Leadz is committed to use the Client’s personal information in a professional and responsible manner in accordance with applicable laws. Please refer to Just Leadz’ Privacy Statement to read more about how Just Leadz deals with the Client’s personal information.
18. Non-Competition Obligation
- Scope of Prohibition: While engaged with Just Leadz and for a period of 24 months subsequent to the cessation of this engagement, you agree not to engage in, support, or be associated with any activities, businesses, or services that directly compete with the offerings of Just Leadz.
- Geographical Limitation: This non-competition obligation is effective within Europe, United Kingdom and United States. Any competitive activity outside this geographical scope is not subject to this agreement.
- Definition of Competition: Competition, as mentioned in this agreement, refers to B2B cold acquisition lead generation services through email, linkedIn and phone outreach.
- Breach and Remedies: Any violation of this agreement may result in a penalty of $10,000, apart from any legal remedies that Just Leadz might seek.
19. Protection of Confidential Information
- While engaged with Just Leadz, you may come into possession of confidential and proprietary information, including, but not limited to, lead data, strategic plans, methodologies, and technical specifics. Such information is the exclusive property of Just Leadz and is to be regarded as strictly confidential.
20. Nondisclosure Commitment
- You are prohibited from disclosing, copying, distributing, or otherwise sharing any confidential information acquired from Just Leadz with third parties. Written consent from Just Leadz is mandatory for any exception to this clause.
21. Jurisdiction and applicable law
- The Contract is governed by Dutch law.
- All disputes arising out of or in connection with the Contract that cannot be settled amicably shall be referred exclusively to the competent judge of the court of Amsterdam, The Netherlands.