General Terms and Conditions

These are the general terms and conditions of LeadTrackr B.V., located at Jan van Goyenplein 65, 2231 MM in Rijnsburg, the Netherlands, and registered with the Dutch Chamber of Commerce under registration number 42066573 (hereinafter: "LeadTrackr").

Article 1. Definitions

All terms capitalized in these General Terms and Conditions, whether in singular or plural, have the meaning assigned to them in this article.

• 1.1. Account: the personal environment through which Client accesses the Platform.
• 1.2. Agreement: the agreement between LeadTrackr and Client, including the subscription selected at signup or in LeadTrackr's offer, to which these General Terms and Conditions are an integral part.
• 1.3. Availability: the time period during which the Platform can be accessed via the internet in a given calendar month, expressed as a percentage.
• 1.4. Client: any legal entity or natural person acting in the course of business who enters into an Agreement with LeadTrackr. This definition includes not only direct clients but also Resellers.
• 1.5. Client Data: all data stored, submitted or collected by Client or its End Users through the Platform, or otherwise provided by Client to LeadTrackr in the context of the Agreement, including Lead Data.
• 1.6. Confidential Information: all information that is designated as confidential, or that the receiving party should reasonably understand to be of a confidential nature.
• 1.7. Data Processing Agreement: the data processing agreement available at leadtrackr.io/data-processing-agreement, which governs the processing of personal data by LeadTrackr on behalf of Client.
• 1.8. End User: any individual who accesses the Platform under Client's Account, including Client's personnel and, in the case of a Reseller, its customers.
• 1.9. Free Trial: a limited period during which Client may use the Platform without payment of subscription fees.
• 1.10. General Terms and Conditions: these general terms and conditions, including all appendices, which are an integral part of the Agreement.
• 1.11. Intellectual Property Rights: all intellectual property rights and related rights, including but not limited to copyrights, database rights, domain name rights, trade name rights, trademark rights, design rights, neighboring rights, patent rights, as well as rights to know-how.
• 1.12. Lead Data: the data relating to Client's (prospective) customers that is submitted to or collected through the Platform, including contact details, form content, attribution identifiers, device data and lead status.
• 1.13. Materials: all software, scripts, plugins, tags, APIs, documentation, dashboards, reports, data models, texts, images, advice and other creations of the mind in the broadest sense that LeadTrackr makes available under the Agreement.
• 1.14. Platform: the online software service made available by LeadTrackr under the name LeadTrackr, including tracking scripts and plugins, the lead management dashboard, integrations with Third-Party Platforms and the associated APIs.
• 1.15. Reseller: any Client who purchases the Services with the intent to resell or make them available to third parties, including agencies who administer the Platform on behalf of their own customers.
• 1.16. Services: the access to and use of the Platform and the associated support, as outlined in the Agreement.
• 1.17. Sub-processor: a third party engaged by LeadTrackr that processes personal data on behalf of Client, as listed at leadtrackr.io/sub-processors.
• 1.18. Third-Party Platform: any advertising platform, analytics service, CRM, form builder or other third-party service that Client connects to the Platform, including but not limited to Google Ads, Meta, Microsoft Advertising, LinkedIn, Google Analytics 4, Pipedrive, HubSpot, Salesforce and Teamleader.

Article 2. Applicability

• 2.1. These General Terms and Conditions apply to all Agreements made between the parties, even if they are not presented again to Client in the case of a future offer or renewal.
• 2.2. By accepting these General Terms and Conditions, they shall apply without exception to all existing and future Agreements between the parties, unless explicitly agreed otherwise, regardless of whether Client qualifies as a Reseller.
• 2.3. Deviations from these General Terms and Conditions are only valid if agreed in writing.
• 2.4. The Agreement between the parties may consist of various documents. These documents generally supplement each other. In the case of conflicts, the following hierarchy applies, with the earlier mentioned document taking precedence over the later mentioned document:
  1. the written additions and/or deviations agreed upon between the parties with respect to the documents below;
  2. the Data Processing Agreement, in respect of the processing of personal data;
  3. the accepted offer or the subscription selected at signup;
  4. these General Terms and Conditions.
• 2.5. The applicability of any purchasing or other general terms and conditions of Client is expressly rejected.

Article 3. Conclusion of the Agreement and Account

• 3.1. The Agreement is concluded at the moment Client creates an Account and accepts these General Terms and Conditions, or at the moment Client accepts an offer from LeadTrackr. Every offer from LeadTrackr is non-binding and valid for 30 days after it has been sent to Client.
• 3.2. Client shall provide accurate, complete and current information when registering an Account and shall keep this information up to date.
• 3.3. Client is responsible for keeping access credentials secure and for all use of the Platform under its Account, including use by its End Users. Client shall notify LeadTrackr without delay upon becoming aware of any unauthorized access.
• 3.4. If LeadTrackr bases an offer on information provided by Client that proves to be incorrect, LeadTrackr has the right to adjust the offer or the already concluded Agreement accordingly, or to terminate or dissolve the Agreement.

Article 4. Free Trial

• 4.1. LeadTrackr may offer a Free Trial. The duration, scope and conditions of the Free Trial are stated at the time it is offered and may be changed or withdrawn by LeadTrackr for future Free Trials at any time.
• 4.2. Unless Client cancels before the Free Trial ends, the subscription selected by Client commences at the end of the Free Trial and the applicable fees become due.
• 4.3. During a Free Trial the Platform is made available "as is". Article 6 does not apply to a Free Trial.

Article 5. Provision of the Services

• 5.1. LeadTrackr grants Client a non-exclusive, non-transferable and, except in the case of a Reseller, non-sublicensable right to use the Platform for the duration of the Agreement, within the limits of the subscription selected by Client.
• 5.2. LeadTrackr will make every effort to deliver the Services in accordance with the Agreement. Any deadlines mentioned by LeadTrackr are always indicative and do not constitute strict deadlines.
• 5.3. Client is required to do and refrain from doing what is reasonably necessary to enable proper delivery of the Services. This includes implementing the tracking scripts, plugins or tags correctly, maintaining a working connection to the relevant Third-Party Platforms, and providing the information LeadTrackr indicates as necessary.
• 5.4. Client acknowledges that the accuracy and completeness of the data it provides is essential to the quality of the Services. LeadTrackr has the right, but not the obligation, to verify the accuracy and completeness of Client Data.
• 5.5. LeadTrackr may engage third parties in the execution of the Agreement. Where those third parties process personal data on behalf of Client, the Data Processing Agreement applies.
• 5.6. LeadTrackr may develop, change or discontinue functionality of the Platform. LeadTrackr will not materially reduce the core functionality of Client's subscription during a paid subscription period without giving Client at least 30 days' notice.
• 5.7. If Client does not accept a change as referred to in the previous paragraph, Client may terminate the Agreement in writing with effect from the date the change takes effect, against a pro rata refund of the fees paid in advance for the remaining part of the subscription period. This right lapses if Client does not invoke it before the change takes effect.

Article 6. Availability, Maintenance and Support

• 6.1. LeadTrackr will make every effort to maintain an Availability of the Platform of 99.5% per calendar month, measured at LeadTrackr's systems and excluding planned maintenance, force majeure, and unavailability attributable to Client, its End Users or a Third-Party Platform.
• 6.2. The Availability referred to in the previous paragraph is a best-efforts obligation and does not constitute a guarantee. Failure to reach it does not in itself entitle Client to compensation, a discount or dissolution of the Agreement.
• 6.3. LeadTrackr will perform planned maintenance outside regular Dutch business hours where reasonably possible, and will announce maintenance that is expected to cause material unavailability at least 24 hours in advance. Emergency maintenance may be carried out without prior notice.
• 6.4. LeadTrackr provides support during regular Dutch business hours via support@leadtrackr.io and, where included in Client's subscription, through the in-platform support channels. Response times may vary depending on the nature of the request and the subscription selected.
• 6.5. LeadTrackr may adjust the Platform's APIs, scripts, plugins and tags from time to time to correct errors, maintain compatibility with Third-Party Platforms, or improve functionality. If an adjustment changes a technical interface in a way that requires action from Client, LeadTrackr will notify Client at least 7 days in advance, unless a shorter period is required by a change on the side of a Third-Party Platform or for security reasons.
• 6.6. LeadTrackr makes regular backups of the Platform's databases as part of its own continuity measures. These backups are not a data retention or archiving service for Client. Client remains responsible for exporting and retaining Client Data it wishes to keep.

Article 7. Acceptable Use

• 7.1. Client is obligated to use the Platform and Materials strictly in accordance with all applicable local, national and international laws and regulations, including data protection and electronic communications law.
• 7.2. Client shall not, and shall not permit its End Users to:
  1. submit to the Platform any special categories of personal data within the meaning of Article 9 GDPR, personal data relating to criminal convictions and offences within the meaning of Article 10 GDPR, government identification numbers, or payment card data;
  2. knowingly submit personal data of individuals under the age of 16, or use the Platform for services directed at children;
  3. use the Platform to send unsolicited communications, or in a way that infringes the rights of third parties or is otherwise unlawful;
  4. resell, sublicense or make the Platform available to third parties, except as a Reseller in accordance with Article 10;
  5. circumvent or remove any technical protection measures, exceed the volume limits of the selected subscription by automated means, or otherwise burden the Platform disproportionately;
  6. copy, reverse engineer, decompile or otherwise attempt to derive the source code of the Platform, except to the extent this is permitted by mandatory law.
• 7.3. If Client uses the Platform or Materials in violation of this article, Client shall indemnify LeadTrackr against all claims, losses, costs and damages, including legal fees, arising from such use.
• 7.4. LeadTrackr may suspend access to the Platform in whole or in part if it has a reasonable suspicion of a violation of this article, of a security risk, or of an obligation under mandatory law to do so. LeadTrackr will inform Client of the suspension as soon as reasonably possible and will lift it once the cause has been remedied.

Article 8. Client Responsibilities Regarding Personal Data

• 8.1. Client is the controller with respect to Lead Data. Client determines which personal data is submitted to the Platform, for which purposes, and to which Third-Party Platforms it is forwarded.
• 8.2. Client warrants that it has a valid legal basis under the GDPR for the collection of Lead Data, for having it processed by LeadTrackr, and for forwarding it to the Third-Party Platforms it selects, including where a Third-Party Platform requires consent for the use of such data for advertising purposes.
• 8.3. Client is responsible for providing the information required by Articles 13 and 14 GDPR to the individuals whose data it submits, including informing them that their data may be shared with the advertising platforms Client uses.
• 8.4. Client is responsible for obtaining and correctly registering consent for cookies and similar techniques on its own websites, and for ensuring that the tracking scripts, plugins and tags provided by LeadTrackr are only fired in accordance with that consent.
• 8.5. Client warrants that its use of the Platform complies with the terms and policies of the Third-Party Platforms it connects, including the Google Ads policies on customer data and the Meta Business Tools Terms.
• 8.6. Client indemnifies LeadTrackr against all fines, sanctions and third-party claims resulting from a breach of this article by Client or its End Users.

Article 9. Third-Party Platforms

• 9.1. The Platform is designed to exchange data with Third-Party Platforms. Client's use of a Third-Party Platform is governed by the agreement between Client and that third party. LeadTrackr is not a party to that agreement.
• 9.2. Where the Platform forwards data to a Third-Party Platform on Client's instruction, the role of that third party under data protection law follows from the agreement between Client and that third party, not from the Agreement. Depending on the platform and the configuration chosen by Client, that third party may act as a processor on Client's behalf, as a joint controller with Client, or as an independent controller. LeadTrackr does not determine that role and is not responsible for the further processing of data by a Third-Party Platform.
• 9.3. In practice, a customer relationship management system or similar business application connected by Client will generally act as a processor under Client's own agreement with that provider, whereas an advertising platform will generally act as a controller or joint controller for its own advertising purposes. Client is responsible for establishing which role applies and for having the arrangements that role requires in place.
• 9.4. LeadTrackr is not liable for the unavailability of a Third-Party Platform, for changes to or discontinuation of its APIs, for the rejection, deduplication or attribution treatment of data submitted to it, or for the effect of the transmitted data on the performance of Client's advertising campaigns.
• 9.5. If a Third-Party Platform changes or terminates its interface, LeadTrackr will make reasonable efforts to restore or replace the integration, but cannot guarantee that this is possible. If an integration that is material to Client's use of the Platform becomes permanently unavailable, Articles 5.6 and 5.7 apply.

Article 10. Resellers and Agencies

• 10.1. A Reseller acquires a non-exclusive, non-transferable and sublicensable right to use the Platform for the duration of the Agreement, for the purpose of providing the Services to its own customers.
• 10.2. The Reseller remains Client under the Agreement and is fully responsible towards LeadTrackr for compliance by its customers with these General Terms and Conditions. The Reseller shall impose the obligations of Articles 7 and 8 on all third parties who obtain access to the Platform through it.
• 10.3. Where the Reseller acts as a processor towards its own customers, LeadTrackr acts as a sub-processor. The Data Processing Agreement applies accordingly.
• 10.4. All payments for Services provided to third parties through the Reseller are processed via the Reseller. LeadTrackr invoices the Reseller for all subscriptions under its Account.
• 10.5. The Reseller indemnifies LeadTrackr against all third-party claims, losses, costs and damages, including legal fees, arising from or related to the use or delivery of the Services through the Reseller.

Article 11. Fees and Payment

• 11.1. Client is obligated to pay the fees for the subscription as displayed at the time of signup or renewal, or as specified in the Agreement. Unless expressly stated otherwise, all prices quoted by LeadTrackr are exclusive of value-added tax and other charges imposed by government authorities.
• 11.2. Fees are invoiced in advance per billing cycle. Client agrees to electronic invoicing. Payment is made through the payment method registered by Client, or, where invoicing has been agreed, within 14 days of the invoice date.
• 11.3. Amounts already paid are non-refundable, except where required by mandatory law and except in the cases where these General Terms and Conditions or the Data Processing Agreement expressly provide for a pro rata refund, being Articles 5.7 and 11.8 of these General Terms and Conditions and Article 7.3 of the Data Processing Agreement. Terminating before the end of a billing cycle does not otherwise create a right to a refund of the remaining part of that cycle.
• 11.4. If Client exceeds the volume limits of its subscription, LeadTrackr may apply the overage rate published for that subscription or move Client to the corresponding higher tier as of the next billing cycle, after notifying Client.
• 11.5. If Client disagrees with the content of an invoice, Client has the right to withhold the disputed, but not the remaining, portion of the invoice. Any dispute must be communicated in writing to LeadTrackr within the payment term.
• 11.6. If Client fails to pay within the payment term, Client will be in default by operation of law. LeadTrackr is then entitled to charge the statutory interest for commercial transactions on the outstanding amount and to suspend the Services in whole or in part until payment has been received. LeadTrackr will give Client at least 7 days' notice before suspending the Services for non-payment.
• 11.7. If Client fails to pay after a reminder or formal notice, LeadTrackr has the right to transfer the claim to a collection agency. Any extrajudicial and judicial costs incurred by LeadTrackr will be borne by Client.
• 11.8. LeadTrackr is entitled to adjust its rates once a year in line with the CBS Service Price Index for commercial services and transport, based on the change in the index over the 12 months preceding the adjustment date. LeadTrackr may also adjust its rates for other reasons, in which case Client is notified at least 30 days in advance and may, if it does not accept the change, terminate the Agreement as of the date the new rate takes effect, against a pro rata refund of the fees paid in advance for the remaining part of the subscription period.
• 11.9. Client is not entitled to offset its payment obligations with any claims against LeadTrackr, regardless of the basis.

Article 12. Intellectual Property Rights

• 12.1. Nothing in the Agreement or these General Terms and Conditions is intended to transfer any Intellectual Property Rights between the parties. All Intellectual Property Rights to the Platform and the Materials remain with LeadTrackr or its suppliers.
• 12.2. Client is not permitted to make modifications to the Materials or to remove or alter any indications of Intellectual Property Rights from them.
• 12.3. Client expressly has no right to access the source code or source files of the Platform, except in cases where this is permitted by mandatory law.
• 12.4. If Client provides LeadTrackr with suggestions, ideas or other feedback regarding the Platform, LeadTrackr may use these freely and without compensation in the development of its products.
• 12.5. LeadTrackr may generate aggregated and anonymised statistics from the use of the Platform and use these for the operation, improvement and benchmarking of its products. Such statistics never identify Client, its End Users or any individual, and are never traceable to Client's campaigns or results. LeadTrackr shall not disclose Client Data to third parties for these purposes.

Article 13. Client Data and Personal Data

• 13.1. All rights to Client Data remain with Client. LeadTrackr will use Client Data only to the extent necessary for the delivery of the Services and in accordance with the Agreement.
• 13.2. To the extent that Client Data consists of personal data within the meaning of the General Data Protection Regulation ("GDPR"), LeadTrackr acts as a processor and Client as a controller. The Data Processing Agreement forms an integral part of the Agreement and applies to that processing.
• 13.3. Client can export Client Data from the Platform at any time during the term of the Agreement. After termination, Article 12 of the Data Processing Agreement applies to the return and deletion of personal data.
• 13.4. LeadTrackr processes personal data of Client's contact persons for the purposes of the Agreement, billing, support and service communication. For that processing LeadTrackr acts as a controller, as described in the Privacy Policy.

Article 14. Confidentiality

• 14.1. The parties shall keep each other's Confidential Information strictly confidential and use it only for the purpose for which it was provided.
• 14.2. The receiving party shall ensure that Confidential Information from the disclosing party receives the same level of protection as its own confidential information, but at least a reasonable level of protection.
• 14.3. The parties shall impose the obligation to protect Confidential Information as described above on their employees and any engaged third parties.
• 14.4. The obligation to keep Confidential Information confidential does not apply if and to the extent that the receiving party can prove that the information:
  1. was already in its possession before the date of disclosure;
  2. is obtainable from a third party without breaching any confidentiality obligations towards the disclosing party;
  3. is available from public sources; or
  4. was developed independently by the receiving party without using any information from the disclosing party.
• 14.5. If a party receives an order to disclose Confidential Information from an authorized authority, it has the right to comply with the order. The disclosing party shall be informed of the order as soon as possible in advance, unless this is not legally permitted.

Article 15. Liability

• 15.1. LeadTrackr's liability for damage or other claims resulting from an attributable shortcoming in performance, including breaches of warranties or indemnifications, an unlawful act, or any other ground, is limited per calendar year to the amount that Client owes to LeadTrackr under the Agreement, excluding VAT, for a period of 12 months preceding the occurrence of the damage, regardless of the number of events. In calculating this maximum, one-time costs are expressly excluded.
• 15.2. Notwithstanding the above, LeadTrackr is expressly not liable for indirect damage. Indirect damage includes: lost profits, missed savings, diminished goodwill, damage resulting from business interruption, wasted advertising expenditure, and damage resulting from decisions taken on the basis of data or reports made available through the Platform.
• 15.3. LeadTrackr's liability arises only if LeadTrackr is promptly and properly notified in writing by Client, with a reasonable period allowed to remedy the shortcoming, and LeadTrackr continues to be in default after this period. The notice of default must contain a detailed description of the shortcoming.
• 15.4. Any limitations or exclusions of LeadTrackr's liability included in the Agreement will be void if and to the extent the damage results from intent or gross negligence by LeadTrackr's management, or from death or bodily injury.

Article 16. Force Majeure

• 16.1. LeadTrackr is not obligated to perform under the Agreement if performance is hindered by force majeure.
• 16.2. Force majeure includes, but is not limited to: fire, floods, strikes, power failures, disruptions in telecommunications infrastructure, force majeure of LeadTrackr's suppliers and Sub-processors, network attacks including denial-of-service attacks, import and export restrictions, epidemics, war and terrorism. Liquidity problems of Client do not qualify as force majeure.
• 16.3. In the event of force majeure, LeadTrackr may suspend the performance of the Agreement for as long as the situation persists. If the situation lasts longer than 3 months, either party has the right to terminate the Agreement in writing, without any obligation to compensate the other party.

Article 17. Term and Termination

• 17.1. The Agreement is entered into for the duration of the subscription period selected by Client and is automatically renewed for the same period upon expiry, unless terminated in accordance with this article.
• 17.2. A monthly subscription may be terminated by Client at any time through the Account, with effect from the end of the current billing cycle. An annual subscription may be terminated by Client with effect from the end of the current subscription year, subject to a notice period of one month.
• 17.3. LeadTrackr may terminate the Agreement by giving two months' written notice, with effect from the end of the current subscription period.
• 17.4. LeadTrackr has the right to suspend, terminate or dissolve the Agreement in whole or in part with immediate effect if:
  1. Client materially fails to meet its obligations under the Agreement and does not remedy this within a reasonable period after being given notice of default, whereby prior notice of default is not required in cases where default occurs automatically under the law;
  2. Client applies for bankruptcy or is declared bankrupt, applies for or is granted a suspension of payments, is liquidated, or discontinues its business activities;
  3. circumstances arise that make performance of the Agreement impossible or where it is unreasonable to require LeadTrackr to maintain the Agreement unchanged.
• 17.5. In the event of termination, there will be no reversal of Services already delivered and the associated payment obligations. Any agreed one-time costs must always be paid in full.
• 17.6. After termination, Client retains access to the Platform for the purpose of exporting Client Data for a period of 30 days, unless the Agreement was terminated on the basis of Article 17.4(a). After that period LeadTrackr deletes Client Data in accordance with Article 12 of the Data Processing Agreement.

Article 18. Publicity

• 18.1. LeadTrackr may name Client and use Client's trade name and logo as a reference on its website and in its sales and marketing materials, for the duration of the Agreement.
• 18.2. LeadTrackr will not publish a case study, testimonial or quantified result relating to Client without Client's prior written consent.
• 18.3. Client may withdraw the right described in paragraph 1 at any time by written notice to LeadTrackr, upon which LeadTrackr will remove the reference from materials under its control within a reasonable period.

Article 19. Changes to these General Terms and Conditions

• 19.1. LeadTrackr has the right to change these General Terms and Conditions and will notify Client of such changes at least 30 days in advance. Changes will also apply to Agreements already in place.
• 19.2. If Client does not wish to accept a change, Client may object in writing within 14 days of the announcement. If LeadTrackr decides to implement the change despite the objection, Client may terminate the Agreement in writing, effective no later than the date the change takes effect.
• 19.3. The procedure described above does not apply to changes of minor importance, changes that are beneficial to Client, or changes required by law. Such changes may be made unilaterally and with immediate effect, and Client will be informed as soon as possible.

Article 20. Miscellaneous

• 20.1. The Agreement is governed by Dutch law. Unless otherwise mandated by mandatory law, any disputes between the parties related to the Agreement will be submitted to the competent court in The Hague, the Netherlands.
• 20.2. If a provision of the Agreement is found to be invalid, voidable or otherwise unenforceable, this does not affect the validity of the remaining provisions. In such a case, the parties will establish a new provision to replace the invalid one, which, as far as legally possible, reflects the intention of the original clause.
• 20.3. The parties may only transfer their rights and obligations arising from the Agreement to a third party with the written consent of the other party. LeadTrackr has the right to transfer the Agreement without prior consent to a parent, sister or subsidiary company, or to a third party in the event of a merger or acquisition, and will inform Client in writing as soon as possible after such a transfer.
• 20.4. Notices under the Agreement are validly given by email to the address registered with the Account, and to support@leadtrackr.io in the case of notices to LeadTrackr.