Terms and conditions

 

Article 1 Definitions
For purposes of these General Terms and Conditions, the following terms will have the following meanings:

General Conditions: these general terms and conditions, howsoever communicated.
Client: the legal entity with which Sendt Online Marketing BV has entered into an Agreement.
Service: all services and activities that are the subject of the Agreement or any other legal act as between Sendt
Online Marketing BV and the Client, including but not limited to services that Sendt Online Marketing BV may use
to collect, compose and/or provide Data for the Contract Lead.
Sendt: Sendt Online Marketing BV
Promotional Materials: the advertisements, buttons, banners, texts, survey (texts and questions), response
forms, and other materials relating to the Client and/or its services and products, to be used for purposes of the
Service.
Intellectual Property Rights: any and all rights of intellectual property and related rights, such as copyrights,
trademark rights, patent rights, design rights, trade name rights, database rights and other related rights, as well
as rights in knowhow and sui generis intellectual property rights.
Lead: any natural person or legal entity that may be interested in the Client’s services or products.
Lead Data: Data of a Lead
Agreement: the agreement between the Client and Sendt pursuant to which Sendt provides a Service to the
Client (including the General Conditions).

Article 2 General
2.1 These General Conditions will apply to the underlying supply agreement between the Client and Sendt.
These conditions are attached and can be accessed and viewed via a link in the quotation.
2.2 In view of the specific nature of the provisions of the Agreement, the Agreement may derogate from the
provisions of these General Conditions. The provisions of the Agreement will prevail over the provisions of the
General Conditions.
2.3 If any of the provisions of these General Conditions should be void or otherwise unenforceable, the other
provisions of these General Conditions will remain in full force and effect.
2.4 Any derogations from the General Conditions will be valid only if expressly agreed in writing between Sendt
and the Client.
2.5 Sendt expressly rejects the applicability of any general (purchase) conditions of the Client.

Article 3 Formation of the Agreement
3.1 All offers and quotations issued by Sendt will be subject to contract, unless expressly provided otherwise in
writing (either online or offline).
3.2 All quotations signed by the Client will be binding on, and irrevocable by, the Client.

Article 4 Provision of Services
4.1 For the duration of the Agreement, Sendt will perform to the best of its ability to provide the Service within the
agreed term and in accordance with the agreed specifications. Any terms stated will be indicative only and will in
no event be deemed to be firm deadlines, unless expressly agreed otherwise in writing.
4.2 If applicable, Sendt will provide the Client with login credentials and other necessary data, if any, to gain
access to the Sendt lead platform. That platform will also give the Client access to the Lead Data. The Client will
receive email notifications whenever new leads are available. The Client will remain responsible for checking on
a regular basis whether any new leads are available.
4.3 Sendt will be entitled to render the Service out of operation or to limit the Service, either temporarily or
permanently, for example in order to maintain or adjust elements of the Service, including but not limited to the
Website or any other facilities used by the Service, without any right arising on the Client’s part to claim damages
from Sendt.

Article 5 Distribution of Promotional Material
5.1 The Client will at all times be responsible for checking whether the contents of the campaign page on which
the leads are collected (and the consequences thereof) are in line with the purpose of the Agreement.

Article 6 Generation and provision of Lead Data
6.1 For purposes of the Agreement, Sendt will generate the Lead Data according to the agreed method. The
Client is aware and agrees that the Lead Data comprise only data generated according to the method agreed in
the Agreement. The Lead Data have been completed by the Leads themselves and, in that context, Sendt cannot
warrant the quality, accuracy, up-to-dateness and lawfulness of the Lead Data.
6.2. Leads may be returned as rejected for the following reasons. (1) Telephone number does not exist (no dial
tone or an invalid tone). (2) Lead indicates not to have completed the data (to be supported by evidence). Any
rejected Leads must be provided to Sendt in a file on or before the 10th day following the end of the month in
which the Leads were supplied. The reason of rejection must be defined for each individual Lead. Any Leads
rejected too late and/or rejected unjustly or in excess of the agreed maximum number of Leads to be rejected,
will not be accepted, and will not be credited or reimbursed. The inaccuracy and/or incompleteness of any data
will not affect Sendt’s right to payment by the Client of the agreed fee or fees. Rejection will be deducted from the
next invoice.
6.3 The Client warrants that it will at all times use the latest version of the Lead Data and, at Sendt’s request,
promptly delete from the Lead Data used by it, and not reinstate, the data designated by Sendt (including but not
limited to data of persons who have filed a complaint with Sendt), and cease, and not resume, any further use.
6.4 Save written consent from Sendt, the Client may not provide the Lead Data to any third parties and/or
otherwise use same in any way other than agreed.
6.5 The Client will not use the Lead Data in any manner that may:
(i) damage the privacy interests of the natural persons included in the Lead Data; (ii) be contrary to the agreed
use purpose; (iii) be contrary to the Agreement (including the General Conditions) and the applicable laws and
regulations, including but not limited to the relevant laws and regulations on email marketing, telemarketing, “Do
Not Call” register, and the use of cookies; (iv) raise confusion as to the initiator and/or sender of the Client’s
communication; and/or (v) damage Sendt’s good name.
6.6 Sendt will be entitled to add a number of verification data to the addresses made available by it.

Article 7 Client cooperation
7.1 The Client will, to the extent reasonably necessary, at all times punctually lend its cooperation in the
performance of the Agreement, including providing all the data required for the provision of the Services in good
time and in accordance with the agreed method.
7.2 The Client will at all times fully comply with all the guidelines agreed and those communicated by Sendt (on
the website) regarding the use of the Service and the Lead Data.
7.3 The Client will refrain from any acts, in the broadest sense, that may damage the reputation of Sendt,
including also its Services.
7.4 Save with the express written consent of Sendt, the Client will not be entitled to assign grant the use of its
rights or obligations under the Agreement to any third parties.
7.5 Sendt uses tracking codes. The Client will not be permitted to alter or remove such tracking codes (without
express prior consent) during the term of the Agreement. If the Client does so without consent, Sendt will be
entitled to terminate the campaign with immediate effect, and immediately invoice the total agreed maximum
number of Leads to be provided during the agreed contractual term, increased by a penalty of EUR 5,000 per
violation.

Article 8 Fee and payment
8.1 The Client will pay Sendt the fees as agreed in the Agreement. To the extent not stated otherwise, all fees
due to Sendt will be expressed in euros, exclusive of VAT and other levies.
8.2 The fees may consist of amounts due on a non-recurrent, a monthly or other periodic basis, and amounts
relating to the use of the Service or the scope of the Lead Data provided.
8.3 Sendt will at all times charge the amounts due by the Client in an invoice. For purposes of determining the
amount of the invoice, Sendt’s records will be leading.
8.4 The Client will be deemed to have accepted the invoice as correct if it has not objected to it in writing within
14 days following the date of the invoice.
8.5 Sendt will at all times be entitled to require advance payment of the fees.
8.6 Payment is to be made in accordance with the method designated by Sendt. Unless expressly agreed
otherwise in writing, payment of the full invoice amount is to be made within 14 (fourteen) days of the date of the
invoice.
8.7 The Client cannot rely on any suspension, setoff or deduction.
8.8 If the Client fails to pay the invoice within the payment period, the Client will, without any further notice of
default being required, pay the statutory interest and all judicial and extrajudicial costs incurred by Sendt in the
collection of the claim.
8.9 Sendt will be entitled to check the Client’s creditworthiness. If so desired, the Client will, on Sendt’s demand,
provide adequate security for performance of any existing and future obligations vis-à-vis Sendt. In such event,
Sendt will not provide the Services until the required security has been obtained.

Article 9 Intellectual Property Rights
9.1 The Intellectual Property Rights in the Lead Data and in the Services provided by Sendt for purposes of the
Agreement will continue to be owned by Sendt or the third party from which Sendt has acquired the right to
provide all or part of such Services to the Client.
9.2 The Intellectual Property Rights in all the other materials made available by the Client to Sendt for purposes
of the Agreement will continue to be owned by the Client or the third party from which the Client has acquired the
right to make the materials available to Sendt. The Client will grant Sendt the right to use such materials for
purposes of performance of the Agreement.
9.3 Nothing in the Agreement or the General Conditions will be construed as a transfer of all or part of any
Intellectual Property Rights to the Client. The Client acknowledges, and will refrain from any form of direct or
indirect infringement of, such rights.
9.4 The Client warrants that the materials made available by it, including but not limited to the Promotion
Materials, will not infringe any third-party rights, and that the Client is authorised to make such materials available
to Sendt.
9.5 The Client may not remove any notices of owners of any Intellectual Property Rights or notices to the effect
that certain information is of a confidential nature.

Article 10 Liability and indemnification
10.1 Sendt will not be liable for any damage suffered by the Client, unless such damage was caused by an
attributable failure in Sendt’s performance of the Agreement, in which event Sendt will be solely liable for the
direct damage.
10.2 ‘Direct damage’ will be understood exclusively as:
– the costs reasonably incurred by the Client to remedy or undo Sendt’s failure, so that Sendt’s performance is in
conformity with the agreement;
– reasonable costs incurred to avoid or mitigate such damage and reasonable costs incurred to determine the
cause and scope thereof.
10.3 In no event will Sendt’s liability exceed the total fee stipulated in consideration of the relevant Service. In the
event of an Agreement for a term exceeding one year, the stipulated compensation will be set at the total of the
fees stipulated for the current year at the time of the failure.
In no event will the total compensation exceed an amount of EUR 2,000 (two thousand euros), a series of events
being deemed to be one event.
10.4 Any liability on Sendt’s part for indirect damage, including but not limited to consequential damage, lost
profits, lost turnover, damage as a result of fines or other sanctions imposed by regulators, or claims from Leads,
will be fully excluded.
10.5 Sendt will not be liable for any damage on the Client’s part caused by any third parties, whether or not using
the Service.
10.6 Without prejudice to any other right to which Sendt may be entitled, the Client will fully indemnify Sendt
against any and all damage, fines and costs (of any nature whatsoever) as a result of: (i) any third-party claims;
and/or any sanctions (including fines or penalties) imposed by regulators or the court in respect of any acts on
the part of the Client or any third parties engaged by it contrary to the Agreement (including the General
Conditions) and/or the relevant laws and regulations.
10.7 If, as a result of any acts or omissions on the part of the Client or its contractors, a regulator or court
imposes any sanctions on Sendt, including shutting down Sendt’s business, the Client will fully compensate
Sendt for all such damage and costs as may result from such sanctions.
10.8 Sendt will be liable for any attributable failures in the performance of the Agreement only if the Client gives
Sendt prompt and proper written notice of default within 14 days of the relevant event, setting a reasonable term
for remedying the failure, and Sendt continues to fail attributably to perform its obligations even after expiry of
such reasonable term. The notice of default must give as detailed a description as possible of the failure, in order
to enable Sendt to respond adequately.
10.9 The arising of any right on the Client’s part to claim damages will at all times be conditioned on the Client’s
reporting the damage to Sendt in writing as soon as possible but not later than 14 days of occurrence.
10.10 In no event can Sendt be held liable by the Client for the results obtained on the Leads provided.
10.11 In no event will filing a complaint release the Client from its payment or other obligations vis-à-vis Sendt or
entitle it to suspend any such obligations, all unless suspension is invoked in pending proceedings, and then only
until a decision has been rendered in such proceedings or the dispute has been amicably settled.

Article 11 Force majeure
11.1 Sendt will not be liable for any damage relating to delayed performance or non-performance of any
obligation under the Agreement if Sendt is reasonably precluded from performing as a result of any changes
occurring and/or changes in the circumstances as existing at the time of undertaking the obligations beyond
Sendt’s control. If Sendt cannot reasonably be required to perform due to force majeure or similar circumstances,
performance of the Agreement will be suspended for a period not exceeding three months, after which the parties
will consult on interim amendment or early termination of the Agreement.
11.2 Force majeure as referred to in the foregoing paragraph will be understood to include strike, to the extent
not directed against the policy of Sendt’s business, as well as force majeure and/or default on the part of Sendt’s
suppliers, and prevention of (punctual) performance as a result of government measures.

Article 12 Suspension
12.1 Sendt will be entitled to suspend performance of all or part of the Agreement if the Client fails to perform its
obligations under the Agreement or if Sendt suspects that the Client is acting contrary to the conditions, or has
reason to fear that the Client may be unable to perform its payment obligation, all without prejudice to any other
right to which Sendt may be entitled. In no event will suspension release the Client from any payment obligation
in respect of any Services already provided by Sendt.
12.2 As soon as the Client performs the Agreement as yet and/or provides adequate security for performance of
its obligations, Sendt will resume performance.

Article 13 Term of the Agreement
13.1 This Agreement will take effect on the date of signing by the last Party and is entered into for the term for
which the Parties have entered into the agreement and/or will end upon provision of the agreed performance
and/or service. If the agreement does not stipulate any term or restriction of delivery, all agreements will run for
an indefinite period of time. Notice of termination may be given by the Client (unless expressly agreed otherwise )
at any time with due observance of a notice period of 48 hours. The burden of proof in respect of termination will
lie with the Client. Notice of termination must at all times be given in writing.
13.2 Without prejudice to any of its other rights, either party will be entitled to dissolve all or part of the Agreement
with immediate effect, without any judicial intervention or notice of default being required, if the other party:
– has filed for, or been granted, a moratorium on payment of its debts;
– has been declared bankrupt or its bankruptcy has been filed for.
13.3 Without prejudice to its other rights, Sendt will be entitled to dissolve all or part of the Agreement with
immediate effect if the Client fails to perform its obligations.
13.4 In no event will termination or dissolution of the Agreement release the Client of any payment obligation in
respect of any Services already provided by Sendt until the time of termination. Any amounts invoiced by Sendt
prior to termination in respect of any performance or deliveries already made by it for purposes of performance of
the Agreement will become immediately payable upon termination.
13.5 Any provisions which, by their nature, are intended to survive termination of the Agreement will remain in full
force and effect notwithstanding any such termination.
13.6 Sendt will be entitled to terminate the Agreement for compelling reasons, inter alia , but without limitation, if it
proves impossible for Sendt to perform the assignment in a profitable manner. Sendt will be indemnified against
any and all damage that the Client may suffer as a result.

Article 14 Final provisions
14.1 Sendt will be entitled to engage third-party services for purposes of provision of the Service. Moreover,
Sendt will be entitled to assign its rights and obligations under the Agreement to a third party in the context of a
transfer of undertaking.
14.2 Sendt will at all times be entitled to amend the General Conditions.
14.3 The Agreement will be governed by the laws of the Netherlands.
14.4 Any disputes that may arise as a result of the Agreement will be submitted to the judge of the District Court
for North Holland, the Netherlands.