1.1 These General Terms and Conditions are applicable on all offers, commissions, agreements, supplies and other factual acts of legal acts, in the broadest sense by or on behalf of Match4Markets B. V. , hereinafter: "MATCH4MARKETS B.V.."
1.2 From these GENERAL TERMS AND CONDITIONS can only be deviated by the parties in writing.
1.3 If and insofar it is established that any clause of these General Terms and Conditions cannot be applied, then such clause will be interpreted, regarding content and meaning, as much as possible in accordance therewith, so that it can be applied, while also the validity of all other stipulations remains intact.
2.1 All offers from MATCH4MARKETS B. V. are non-binding, unless declared explicitly differently in writing. Offers are based on the specifications known at the time of the offer. The offer expires if more than one month has passed without acceptation having taken place. All statements of numbers, formats, options and rates provided by MATCH4MARKETS B. V are provided with care, without a warranty that there will be no deviations.
2.2 Agreements, including changes of already existing agreements, are only valid after confirmation in writing by MATCH4MARKETS B.V. or - in the absence of such a confirmation - on the time that MATCH4MARKETS B.V. has started with the execution of any order. The Principal commits to verify the correctness and completeness of the confirmation. If the information in the confirmation by MATCH4MARKETS B. V. deviates from the data in the written order by The Principal, then the data in the confirmation from MATCH4MARKETS B.V. shall apply, unless The Principal has responded within 8 days after receipt of the order confirmation in writing.
2.3 MATCH4MARKETS B.V. has the right to refuse orders that are, based on their content of form, in contravention with laws and regulations and/or to return any orders that have already been accepted without being required to stat the reasons. The Principal will safeguard MATCH4MARKETS B.V. also in such a case from any claims of third parties, while The Principal in relation to the stipulation set forth in this article will at all times refrain from making any claim for compensation for damages to MATCH4MARKETS B.V..
2.4 MATCH4MARKETS B.V. will consider a request by The Principal to agree to changes, additions and/or corrections of the agreed works and/or supplies benevolently, but MATCH4MARKETS B. V. is not obliged to agree with such a request. Such a request has to be made in writing and timely. The agreement by MATCH4MARKETS B V. can only be deemed to be given, if such has been made known by MATCH4MARKETS B. V. explicitly and in writing or that MATCH4MARKETS B.V. has declared by the execution of the changed order that it has agreed with the requested changes.
2.5 MATCH4MARKETS B.V. is entitled to demand payment in accordance with the current rates, if on the request of The Principal any work is executed before an agreement has been concluded.
3.1 MATCH4MARKETS B.V„ provides digital qualified requests for (a) product(s) selected by The Principal), hereinafter " Leads".
3.2 MATCH4MARKETS B.\L will execute its works always with care. The leads will be prequalified by MATCH4MARKETS B. V. . Hereby MATCH4MARKETS B.V. will check contact details, identifies interest and asks for the willingness to invest.
3.3 If a fixed price has been agreed for the works, MATCH4MARKETS B.V. will inform The Principal as much as possible in advance, if an extension or change as set forth in section 1 has the consequence that the agreed will be affected.
3.4 The provision of a Lead is deemed to have taken place on the moment on which the Lead is forwarded by email to The Principal. No further permission of the Principal is required.
3.5 The provided Leads cannot be returned. If a Lead can't be reached, this does not reduce the payment obligation of the Principal.
3.6 MATCH4MARKETS B.V. reserves the right to let the agreed work(s) been executed entirely or in part by third parties.
3.7 Unless explicitly stated differently in writing, the agreed prices are exclusive of VAT and/or taxes.
3.8 If after the date of the conclusion of the agreement the prices for the realization of the agreement are increased, MATCH4MARKETS B.V. is entitled to adapt the prices accordingly, if and insofar as at least three months have passed after the conclusion van the agreement.
3.9 If the Principal wants to un-double the Leads the price for the provided (therefore not yet un-doubled) Leads will be increased by 10%. Un-doubling needs to be demonstrated by the Principal within 24 hours after delivery of a screen print of the Lead that can't be older than a week.
4.1 Invoices from MATCH4MARKETS B.V. are to be paid within 15 days after the date of the invoice, as agreed in writing in the manner indicated by MATCH4MARKETS B.V.. The payment has to be made in the agreed currency and without compensation, discount and/or suspension on whatever grounds. If payment is not received by MATCH4MARKETS B.V. within this term, the Principal will become liable to a credit limitation surcharge of 5% of the amount of the invoice.
4.2 In case of a non timely payment all payment obligations of the Principal, irrespective of whether MATCH4MARKETS B.V. already has issued an invoice for it, become payable immediately. In case of non timely payment the Principal will be liable to pay the legal commercial interest.
4.3 Out-of-court collection costs can be charged to the Principal, if the Principal had not paid the amount due and the interest over it after the expiration of a further payment term in writing. The out-of-court collection costs are set at a minimum of 15% of the outstanding due amount with a minimum of EUR 250,00 exclusive of VAT.
4.4 Payments by or on behalf of the Principal will serve subsequently for the settlement of the out-of-court collection costs due by him, the in-court costs, and the due interests by him and after that in the order of age the outstanding principal amounts, notwithstanding any other instruction by the Principal.
4.5 When the Principal has not responded in writing no later than five days after the date of the invoice to the content of the invoice, the Principal is deemed to have accepted and approved the content.
5.1 The copyright, databank right and other intellectual property rights on reports, proposals and other products realised for the Principal and/or composed documents, including the address data or software supplied to the Principal, will at all times remain with MATCH4MARKETS B.V. or its licensors. The Principal is not entitled save for explicit permission in writing from MATCH4MARKETS B.V., to multiply said exhibits and/or products or to publish or to use for other purposes than those for which they have been made available to the Principal.
5.2 In case of a contravention against the stipulation set forth in section 1 the Principal, without any notice of default being required, will be liable to pay an amount of EUR 5.000,00 for each contravention, notwithstanding other rights of MATCH4MARKETS B.V. regarding compliance, termination and additional damages etc.
6.1 Provided addresses remain the property of the data owner and can only be used during a period of four months for the purpose agreed in writing, unless explicitly agreed differently in writing. Only the use of the addresses by the Principal himself or an intermediary of the Principal is permitted. The Principal is not entitled to transfer, rent out or make available in any other way or by any title to third parties the addresses/data files or allow viewing thereof. The multiplication, copying and/or publishing of data files/addresses is only permitted in relation to the agreed use of the addresses.
6.2 The Principal is only entitled to use the provided addresses/data files for approaching the client, to make and offer and to guide the purchase process of the product offered.
6.3 The Principal is not permitted to include the provided addresses/data files in any possible way in his own data files/data banks, unless explicitly agreed in writing differently. Only the provided (e-mail) addresses or addresses with which contact by phone has been established, may be recorded in the own file of the Principal.
6.4 In each e-mail sent to the clients reference will be made from which source the client is approached and a unsubscribe opportunity will be offered.
6.5 MATCH4MARKETS B.V. accepts no responsibility and/or liability for the way of use of the addresses by the Principal. The Principal safeguards MATCH4MARKETS B. V. for claims of third parties in relation hereto.
6.6 The Principal is with regard to the use of the provided addresses/data files only entitled to deviate from the stipulations set forth in this article, if such happens after explicit confirmation in writing by MATCH4MARKETS B.V.. For each deviation of the agreed use demonstrated by MATCH4MARKETS B.V. the Principal will be liable o pay a contractual fine, that has been set is on 100% van the amount of the invoice and is payable on first demand, notwithstanding the right of MATCH4MARKETS B.V. to demand additional compensation if and insofar the damages are higher than the amount of the fines.
6.7 The Principal declares to be aware that in each supply of Leads verification addresses may be added. Such Leads are added in order to be able to check the work method and possible illegal sell-on to third parties and/or affiliated companies and enterprises.
7.1 If on any MATCH4MARKETS B. V. has a certain doubt whether the Principal will meet his obligations punctually, the Principal will be obliged at the first request of MATCH4MARKETS B.V.to provide at first request a surety to the satisfaction of and in the form desired by MATCH4MARKETS B. V. and to increase this when necessary for the fulfilment of all its obligations. As long as the Principal has not complied with that request, MATCH4MARKETS B.V. will be entitled to suspend the compliance with its obligations.
7.2 If the Principal has not complied with a request as set forth in section 1 within fourteen days after a summons thereto, all obligations towards MATCH4MARKETS B. V. are payable immediately.
8.1 The Principal has the duty to investigate immediately after the execution of the works and/or direct after delivery whether the goods comply with the agreement. If he fails to do so, then the Principal can no longer make a claim on that basis, if he has not notified MATCH4MARKETS B.V. thereof as soon as possible and in any case within 24 hours after delivery in writing and with motivation. If a complaint is not issued within the time limit set above, the Principal will lose any claim with regard to alleged defects.
9.1 If:
a. The Principal — despite a proper notice of default — does not, not adequately or not timely with any obligation, which might derive for him from the agreement and/or
b. in case of bankruptcy and/or
c. in case of suspension of payment and/or
d. in case of being put under receivership of the Principal and/or
e. in case of cessation or liquidation of his company MATCH4MARKETS B.V. is entitled at its discretion without any obligation to pay damages and notwithstanding the other further rights under the agreement, to dissolve the agreement entirely or in part or to suspend the further execution of the agreement.
9.2 In all situations of Force majeure because of which the execution of the agreement is impeded, Match4markets B.V. will be relieved of any obligation to comply with the agreement, for as long as the said impediment continues to exist. Claims for damages are excluded in such cases. The Principal will safeguard MATCH4MARKETS B.V.in this matter from claims from third parties. Force majeure includes: each circumstance independent of the will of Match4markets B.V. because of which the compliance with obligations of Match4markets B. V. towards the Principal is prevented entirely or in part or because of which the compliance with the obligations cannot be expected from MATCH4MARKETS B.V. within reason.
9.3 Circumstance that in any case will not be for the risk and the account of MATCH4MARKETS B.V. are:
* damages as a consequence of behaviour, except for gross negligence and wilful misconduct, of persons of whom MATCH4MARKETS B. V. makes use for the execution van the agreement;
execution by a third party towards the Principal of one or more rights, related to a default of the Principal in the compliance of an agreement between the Principal and that third party with regard to matters provided by MATCH4MARKETS B.V.:
*industrial action, strike, change of regulations, measures on behalf of the government, non-compliance of the obligations by third party suppliers, interruptions of computers and the internet, exceptional weather conditions. Frost, natural and/or nuclear disasters and war and/or threat of war.
9.4 If the Force majeure has lasted longer than 3 months or if it has been established that the Force majeure will last longer than 3 months, parties are entitled to terminate the agreement without the application of any notice period or to be liable for any damages.
10.1 The Principal safeguards MATCH4MARKETS B.V. against all claims as a consequence of violation of the stipulations set forth by or according to laws and regulations concerning the protection of personal data except in case of wilful misconduct and/or gross negligence by Match4markets B.V.
11.1 The agreement between the Principal and MATCH4MARKETS B. V. is governed by the laws of the Netherlands.
11.2 Possible disputes will exclusively be settled by the competent courts in The Hague, the Netherlands.