General Terms and Conditions Leads to Scale

Leads to Scale: Leads to Scale B.V., located at Moerstraatseweg 60a, 4727 SN Moerstraten, registered with the Chamber of Commerce under number 97110566.

Client: any business customer, legal entity or natural person acting in the exercise of a profession or business, who enters into an agreement with Leads to Scale.

Agreement: any offer, order confirmation, agreement, subscription arrangement, extension or other arrangement between Leads to Scale and the Client.

Services: all activities provided by Leads to Scale, including but not limited to B2B marketing, strategy, lead generation, outreach, LinkedIn outreach, email outreach, advertising campaigns, consultancy, data research, data enrichment, tooling setup, reporting, analysis, content, automation and related activities.

Outreach Services: all activities aimed at identifying, selecting, approaching, following up or activating business target groups, including LinkedIn outreach, email outreach, contact research, lead scoring, data enrichment, campaign management and tool setup.

Fixed term: the initial term of service agreed upon in the offer or order confirmation, for example 3, 6, 12 or another number of months. A fixed term can apply to all Services, including consultancy, strategy, custom marketing, execution, retainer activities and Outreach Services.

Tools: all systems, accounts, platforms and integrations required for the execution of the Services, including for example LinkedIn, Lemlist, email accounts, CRM systems, calendar tools, data providers, advertising platforms, analytics platforms and internal tools of Leads to Scale.

These general terms and conditions apply to all offers, quotes, order confirmations, agreements, subscriptions, extensions, activities and deliveries of Leads to Scale.

Deviations from these terms and conditions are only valid if they have been confirmed in writing by Leads to Scale.

General terms and conditions or purchasing conditions of the Client do not apply, unless Leads to Scale has expressly accepted these in writing.

In the event of a conflict between these general terms and conditions and the offer or order confirmation, the offer or order confirmation shall prevail, insofar as these terms and conditions are explicitly deviated from therein.

If Outreach Services are part of a broader offer or agreement, the provisions regarding Outreach Services apply specifically to that part of the service provision.

All offers and quotes from Leads to Scale are non-binding, unless expressly stated otherwise.

An agreement is formed as soon as the Client gives approval in writing, by email, via digital declaration of agreement or in another demonstrable manner to the offer, order confirmation or proposed activities.

Agreements regarding scope, duration, price, payment term, start date, activities, expected volumes, required input and responsibilities of the Client are recorded in the offer or order confirmation where relevant.

Stated schedules, lead times, quantities, deadlines and delivery moments are indicative, unless expressly agreed in writing as final or binding.

Leads to Scale will execute the Services to the best of its knowledge and ability, based on a best-efforts obligation, unless expressly agreed otherwise in writing.

Leads to Scale determines the manner in which the Services are performed, unless the parties have established concrete methods in writing.

Leads to Scale may adjust the execution of activities if this is deemed necessary in its judgment due to quality, safety, platform limits, data quality, deliverability, account safety, market conditions or changes at third parties.

Leads to Scale may engage third parties for the execution of the Agreement.

Leads to Scale is not obliged to perform activities that fall outside the agreed scope. Additional work can be invoiced additionally.

Services of Leads to Scale can be agreed upon for a fixed term. This applies, among other things, to consultancy, strategy, custom marketing, executive marketing activities, retainers, subscriptions and Outreach Services.

If a fixed term has been agreed upon for Services, this term applies as the minimum contract duration.

During the fixed term, the Client cannot prematurely cancel, terminate, annul, pause or unilaterally reduce the Services, unless Leads to Scale substantially fails in the performance of its obligations and does not remedy this failure within 30 days after a written notice of default.

After the expiry of the fixed term, the Agreement ends automatically or is extended, depending on what the parties have agreed in the offer or order confirmation.

If it has been agreed in the offer or order confirmation that the Agreement will be automatically extended after the fixed term, extension takes place for the extension period mentioned therein, for example each time one month, two months or another agreed period.

If the offer or order confirmation does not stipulate anything about automatic extension, the Agreement ends by operation of law after the expiry of the fixed term, without notice of termination being required.

Outreach Services can be agreed upon as an independent service or as part of a broader marketing, consultancy or retainer agreement.

The absence of commercial results desired by the Client, such as appointments, leads, responses, conversions or turnover, does not count as a failure by Leads to Scale.

Stated quantities, such as connection requests, contact moments, lists, leads, contacts, messages, appointments or other output, are targets and not a result guarantee, unless expressly agreed otherwise in writing.

Targets depend on, among other things, target group size, data quality, available accounts, platform limits, account status, market response, input from the Client, deliverability, technical access and legal or platform-related restrictions.

If monthly volumes cannot be executed due to circumstances on the side of the Client, these volumes for that month shall lapse, unless Leads to Scale agrees in writing to postponement.

Leads to Scale is not obliged to make up for missed volumes later free of charge if the cause lies with the Client, their tools, their accounts, missing input, delayed approvals, technical blocks or other circumstances outside the influence of Leads to Scale.

The Client has no independent right to pause activities, campaigns, Outreach Services, subscriptions or invoicing.

A temporary pause is only possible after prior written consent from Leads to Scale.

For Services with a fixed term, the total pause duration during the entire initial term shall never exceed two months, regardless of the reason for the pause.

A pause has no influence on amounts already due, payment obligations or invoices, unless the parties agree otherwise in writing.

If Leads to Scale agrees in writing to a pause where activities are temporarily suspended, Leads to Scale may extend the term of the Agreement by the duration of the pause.

If during a pause accounts, tools, campaigns, data, settings or integrations need to be re-setup, checked or restored, Leads to Scale can invoice these activities as additional work.

Vacation, illness, death, absence, internal reorganization, personnel changes, delay in decision-making or change of priorities on the side of the Client do not give an automatic right to pausing, suspension, discount or termination.

The Client is responsible for the timely, complete and correct provision of all information, materials, feedback, approvals, access and cooperation necessary for the execution of the Services.

The Client is responsible for making and keeping available all necessary accounts, tools, integrations, paid subscriptions, LinkedIn profiles, email accounts, mailboxes, CRM systems, DNS and domain settings, calendars, authentication methods, data access, content input, contact persons and internal approvals.

The Client guarantees that the information, data, target groups, propositions, claims, texts, visuals and instructions provided by them are correct, complete, up-to-date and lawful.

If Leads to Scale cannot perform its activities, not timely or not completely due to missing, limited, blocked, expired, changed or non-functioning access, accounts, tools, integrations, input or approvals from the Client, the Client remains fully liable for the agreed fees.

In the case as referred to in article 7.4, schedules, deadlines and volumes shift or lapse, insofar as execution is reasonably no longer possible.

Extra activities as a result of missing input, incorrect data, technical problems, expired access, tool problems, changed accounts, recovery work, redesign or troubleshooting can be invoiced additionally.

The Client is responsible for internal follow-up of leads, responses, appointments, campaign signals and commercial opportunities, unless agreed otherwise in writing.

Leads to Scale is not liable for restrictions, malfunctions, changes, price changes, blocks, limits, policy changes, technical measures or downtime of third parties.

Third parties include, among others, LinkedIn, Lemlist, email providers, CRM systems, data providers, hosting parties, analytics platforms, advertising platforms, domain providers, calendar and meeting tools and other external software or services.

If changes or restrictions by third parties impact the execution, Leads to Scale may adjust the working method, planning, volumes, channels or technical setup.

Leads to Scale is not liable for blocks, warnings, restrictions, reputation damage, deliverability problems or account measures resulting from the use of external platforms, unless there is intent or deliberate recklessness on the part of Leads to Scale.

The Client remains responsible for compliance with the terms of use of their own accounts and tools, unless agreed otherwise in writing.

If personal data are processed during the execution of the Services, parties will comply with the applicable privacy legislation.

Parties will make additional agreements in a processor agreement, data processing agreement or other privacy appendix if necessary.

The Client is responsible for the lawfulness of the data, target groups, instructions, commercial claims and contact strategies provided by them, unless agreed otherwise in writing.

The Client guarantees that it has a valid basis for the use of the personal data, target groups, customer data, prospect data and contact details provided by it.

The Client is responsible for the content, correctness and lawfulness of commercial messages, propositions, offers, claims and follow-up towards prospects or customers.

Leads to Scale does not provide legal advice on privacy, telecommunications, spam regulations or sector-specific compliance.

If the Client gives instructions that according to Leads to Scale may be unlawful, risky or contrary to platform terms, Leads to Scale may refuse, suspend or adjust execution without being liable for damages.

The Client indemnifies Leads to Scale against claims, fines, demands or damages arising from unlawful data, incorrect claims, unlawful instructions or defective compliance with privacy, telecommunications or advertising rules by the Client.

Leads to Scale gives no guarantee on turnover, profit, appointments, leads, responses, conversions, rankings, advertising results, platform reach, acceptance rates or other commercial results.

All projections, benchmarks, expectations, forecasts, growth scenarios, calculations or business cases are indicative and cannot be regarded as a guarantee.

The Client acknowledges that results depend on factors outside the influence of Leads to Scale, including market, proposition, price, competition, brand awareness, sales follow-up, target group, timing, account status, platform rules and quality of input.

Invoices must be paid within 30 days of the invoice date, unless agreed otherwise in writing.

For subscriptions, retainers, fixed terms and Outreach Services, invoicing takes place periodically as agreed in the offer or order confirmation.

The Client is not entitled to suspend or offset payment without the prior written consent of Leads to Scale.

In the event of late payment, the Client is in default by operation of law and Leads to Scale is entitled to charge statutory commercial interest and extrajudicial collection costs.

In the event of payment arrears, Leads to Scale may suspend or cease its activities, without this releasing the Client from its payment obligations.

Suspension due to payment arrears does not lead to extension, discount, compensation or lapse of agreed fees, unless Leads to Scale confirms otherwise in writing.

If the Client unjustly terminates, cancels or factually makes impossible an agreement with a fixed term, all remaining fees over the fixed term remain due, without prejudice to the right of Leads to Scale to additional compensation.

Activities outside the agreed scope count as additional work.

Additional work can arise, among other things, from additional wishes, extra consultation, extra reports, urgent requests, recovery work, new target groups, extra campaigns, changes in strategy, technical problems on the client side, re-setup of tools or delay by the Client.

Additional work is invoiced at the agreed hourly rate or, in the absence thereof, at the then current hourly rate of Leads to Scale.

All strategies, analyses, frameworks, templates, campaign structures, texts, data formats, workflows, dashboards, tools, scripts, prompts, documentation and other materials developed by Leads to Scale remain the property of Leads to Scale, unless agreed otherwise in writing.

After full payment, the Client receives a non-exclusive, non-transferable right of use for the materials specifically delivered for it, exclusively for internal use and for the purpose for which they were delivered.

The Client may not resell, publish, sub-license, copy for third parties or use materials from Leads to Scale outside the agreed context without written permission.

Leads to Scale may reuse acquired knowledge, experience, general insights, methodologies and non-confidential learnings for other customers.

Parties shall treat confidential information of the other party with care and use it exclusively for the execution of the Agreement.

Confidential information includes, among other things, business information, customer data, strategies, prices, commercial plans, technical information, campaigns, logins, reports and non-public documentation.

The duty of confidentiality does not apply to information that is publicly known, has been lawfully obtained from a third party or must be provided on the basis of laws or regulations.

Leads to Scale is only liable for direct damage that is the direct result of an attributable failure by Leads to Scale.

Leads to Scale is not liable for indirect damage, consequential damage, lost profit, lost turnover, missed savings, reputation damage, loss of data, missed opportunities, damage due to business interruption or damage due to claims from third parties.

The total liability of Leads to Scale is limited to a maximum of the amount that the Client has paid to Leads to Scale for the relevant service provision in the three months preceding the event causing the damage.

If the liability insurance of Leads to Scale pays out in a concrete case, the liability is limited to the amount paid out by the insurer, increased by the deductible.

The limitations of liability do not apply in case of intent or deliberate recklessness by the management of Leads to Scale.

Any claim for compensation expires if the Client does not report the damage in writing to Leads to Scale within 30 days of discovery.

Leads to Scale is not bound to fulfill obligations if fulfillment is prevented or hindered by force majeure.

Force majeure includes, among other things, malfunctions or restrictions at third parties, platform changes, internet malfunctions, hosting malfunctions, software problems, cyber incidents, illness, government measures, pandemics, strikes, war, fire, power outages, data loss outside the fault of Leads to Scale and other circumstances outside the reasonable influence of Leads to Scale.

If force majeure lasts longer than 60 days, both parties may terminate the Agreement in writing for the part that has not yet been executed. Activities already carried out and terms already due remain payable.

Agreements without a fixed term can be terminated by both parties in writing with a notice period of one month, unless agreed otherwise in writing.

Agreements with a fixed term cannot be terminated prematurely by the Client during the initial term, except as provided in article 5.3.

After the expiry of the fixed term, the Agreement ends automatically or is extended, depending on what the parties have agreed in the offer or order confirmation.

If automatic extension has been agreed upon, the Agreement is extended for the agreed extension period, for example each time one month, two months or another period mentioned in the offer or order confirmation.

If work continues after the expiry of the fixed term without the parties agreeing in writing on a new fixed term, an agreement for an indefinite period is formed that can be terminated by both parties in writing with a notice period of one month, unless agreed otherwise in writing.

Leads to Scale may terminate or suspend the Agreement with immediate effect if the Client does not meet its payment obligations, applies for bankruptcy, applies for a moratorium, is dissolved, ceases its activities, gives unlawful instructions or makes cooperation factually impossible.

Termination does not affect payment obligations, confidentiality obligations, ownership rights, liability limitations and indemnifications already arisen.

Leads to Scale may change these general terms and conditions.

Changed terms apply to new agreements and extensions from the date of publication or provision.

For current agreements, the version that was applicable at the time of formation remains valid, unless the Client agrees in writing to the changed terms.

Complaints about work performed must be reported to Leads to Scale in writing and with justification within 14 days of discovery.

A complaint does not suspend the Client's payment obligation.

Leads to Scale always receives a reasonable term to remedy a justified complaint.

All offers, quotes, order confirmations, agreements, activities and disputes between Leads to Scale and the Client are exclusively governed by Dutch law.

Disputes will be exclusively submitted to the competent court of the Court of Zeeland-West-Brabant, unless mandatory law stipulates otherwise.

Parties will make every effort to resolve disputes in mutual consultation before starting a legal procedure.