Leadstars Terms and Conditions

Article 1 - Definitions

1. In these general terms and conditions, the following terms are used with the following meanings, unless expressly indicated otherwise.

2. Offer: any offer or quotation to the Client for the performance of Services by Leadstars.

3. Company: The natural or legal person acting in the course of a profession or business.

4. Consumer: The natural person not acting in the course of a profession or business.

5. Services: recruiting personnel on behalf of the Client, (lead generation), marketing services, copywriting, creating designs, online advertising on social media.

6. Leadstars: the service provider that offers Services to the Client.

7. Client: the natural or legal person acting in the course of a profession or business who has appointed Leadstars, has granted projects to Leadstars for Services to be performed by Leadstars, or to whom Leadstars has made a proposal based on an Agreement.

8. Agreement: every Agreement and other obligations between the Client and Leadstars, as well as proposals by Leadstars for Services provided by Leadstars to the Client, which are accepted by the Client and have been accepted and executed by Leadstars, with which these general terms and conditions form an integral part.

Article 2 - Applicability

1. These general terms and conditions apply to every Offer from Leadstars, every Agreement between Leadstars and the Client, and every service offered by Leadstars.

2. Before an Agreement is concluded, the Client will be provided with these general terms and conditions. Leadstars will inform the Client how the general terms and conditions can be reviewed.

3. Deviation from these general terms and conditions is not possible. In exceptional situations, these general terms and conditions may be deviated from to the extent that this has been explicitly agreed upon in writing with Leadstars.

4. These general terms and conditions also apply to additional, amended, and subsequent assignments from the Client.

5. The Client's general terms and conditions are excluded.

6. If one or more provisions of these general terms and conditions are partially or wholly null and void or are nullified, the remaining provisions of these general terms and conditions shall remain in full force, and the null/nullified provision(s) will be replaced by a provision with the same purport as the original provision.

7. Ambiguities regarding the content, interpretation, or situations not regulated in these general terms and conditions must be assessed and interpreted in the spirit of these general terms and conditions.

8. The applicability of Articles 7:404 and 7:407(2) of the Dutch Civil Code (Burgerlijk Wetboek) is explicitly excluded.

9. If these general terms and conditions refer to she/her, this should also be construed as a reference to he/him/his, if and to the extent applicable.

10. In the event that Leadstars has not always required compliance with these general terms and conditions, it retains its right to demand full or partial compliance with these general terms and conditions.

Article 3 - The Offer

1. All offers made by Leadstars are non-binding, unless expressly stated otherwise in writing. If the Offer is limited or valid under specific conditions, this will be explicitly stated in the Offer.

2. Leadstars is only bound by an Offer if it is confirmed in writing by the Client within 30 days. Nevertheless, Leadstars has the right to refuse an Agreement with a (potential) Client for a justified reason.

3. The offer contains a description of the Services offered. The description is sufficiently specified to enable the Client to make a proper assessment of the offer. Any data in the offer is indicative only and cannot be grounds for any compensation or dissolution of the Agreement.

4. Offers or quotations do not automatically apply to subsequent assignments.

5. Delivery times in Leadstars' offer are, in principle, indicative and, if exceeded, do not entitle the Client to dissolution or compensation, unless expressly agreed otherwise.

Article 4 - Formation of the Agreement

1. The Agreement is formed at the moment the Client accepts an Offer or Agreement from Leadstars by returning a signed copy (digitally signed, scanned, or original) to Leadstars, or gives explicit and unambiguous approval of the Offer by e-mail.

2. Leadstars has the right to revoke the (signed) Agreement within 5 working days of receiving the acceptance.

3. Leadstars is not bound by an Offer if the Client could have reasonably expected or should have understood that the Offer contains an obvious mistake or clerical error. The Client can derive no rights from this mistake or clerical error.

4. If the Client cancels an already confirmed assignment, the costs already actually incurred (including time spent) will be charged to the Client.

5. Every Agreement entered into with Leadstars or a project awarded by the Client to Leadstars rests with the company and not with an individual person associated with Leadstars.

6. The Client's right of withdrawal is excluded, unless otherwise agreed.

7. If the Agreement is entered into by multiple Clients, each Client is jointly and severally liable for the fulfillment of all obligations arising from the Agreement.

Article 5 - Duration of the Agreement

1. The Agreement is entered into for an indefinite period, unless the content, nature, or scope of the assignment entails that it is entered into for a definite period. The duration of the assignment also depends on external factors including, but not limited to, the quality and timely delivery of the information Leadstars obtains from the Client.

2. Both the Client and Leadstars may dissolve the Agreement on the grounds of an attributable failure to perform the Agreement if the other party has been given written notice of default and a reasonable period to fulfill its obligations, and it still fails to correctly fulfill its obligations thereafter. This also includes the payment and cooperation obligations of the Client.

3. The dissolution of the Agreement does not affect the Client's payment obligations insofar as Leadstars has already performed work or delivered services at the time of dissolution. The Client must pay the agreed-upon compensation.

4. Parties may terminate the Agreement by registered letter. Notice of termination must be given before the 14th of the month, in which case the full monthly rate will be charged to the Client. The collaboration will then end at the end of that same month. Written notice is required for termination of the collaboration.

5. In the event of premature termination of the Agreement, the Client owes Leadstars the costs actually incurred up to that point at the agreed monthly rate.

6. Both the Client and Leadstars may terminate the Agreement in whole or in part in writing with immediate effect, without further notice of default, in the event that one of the parties is in suspension of payments, has filed for bankruptcy, or the relevant enterprise ceases through liquidation. If a situation as mentioned above occurs, Leadstars shall never be obliged to refund monies already received and/or pay compensation.

Article 6 - Performance of the Services

1. Leadstars shall endeavor to perform the agreed service with the greatest possible care as may be expected of a good service provider. Leadstars guarantees a professional and independent service. All Services are performed on the basis of a best-efforts obligation, unless a result has been explicitly agreed upon in writing which has been described in detail.

2. The Agreement on the basis of which Leadstars performs the Services governs the size and scope of the service provision. The Agreement will be performed solely for the benefit of the Client. Third parties can derive no rights from the content of the Services performed in connection with the Agreement.

3. The information and data provided by the Client form the basis on which the Services offered by Leadstars and the prices are based. Leadstars has the right to adjust its services and prices if the information provided proves to be incorrect and/or incomplete.

4. In the performance of the Services, Leadstars is not obliged or required to follow the Client's instructions if doing so would change the content or scope of the agreed Services. If the instructions result in additional work for Leadstars, the Client is obliged to compensate the corresponding additional costs on the basis of a new quotation.

5. Leadstars is entitled to engage third parties for the performance of the Services at its own discretion.

6. If the nature and duration of the assignment so require, Leadstars will keep the Client informed of the progress in the interim via the agreed method.

7. The performance of the Services is based on the information provided by the Client. If the information needs to be changed, this may affect any established schedule. Leadstars is never liable for adjusting the schedule. If the commencement, progress, or delivery of the Services is delayed because, for example, the Client has not provided all requested information, or has not done so on time or in the desired format, provides insufficient cooperation, a possible advance payment is not received by Leadstars on time, or there is a delay due to other circumstances for which the Client is responsible and bears the risk, Leadstars is entitled to a reasonable extension of the delivery period. All damages and additional costs resulting from a delay due to a cause as mentioned above are for the account and risk of the Client.

Article 7 - Obligations of the Client

1. The Client is obligated to provide all information requested by Leadstars, as well as relevant attachments and related information and data, in a timely manner and/or before the commencement of the work and in the desired format, for the purpose of a correct and efficient execution of the Agreement. In the absence thereof, Leadstars may be unable to achieve a complete execution and/or delivery of the relevant materials. The consequences of such a situation shall at all times be for the account and risk of the Client.

2. Leadstars is not obligated to verify the accuracy and/or completeness of the information provided to it or to update the Client regarding the information if it has changed over time, nor is Leadstars responsible for the accuracy and completeness of the information compiled by Leadstars for third parties and/or provided to third parties within the scope of the Agreement.

3. Leadstars may, if necessary for the execution of the Agreement, request additional information. In the absence thereof, Leadstars is entitled to suspend its work until the information is received, without being liable for any compensation for damages on any grounds whatsoever towards the Client. In the event of changed circumstances, the Client must notify Leadstars immediately, or at the latest within 3 business days after the change has become known.

4. For the purpose of performing this work, Leadstars requires access to the Client's social media channel. The Client is responsible for ensuring that Leadstars obtains timely access to the social media account in order to effectuate a proper execution of the agreement.

Article 8 - Advice

1. Leadstars may, if commissioned to do so, prepare advice, a plan of action, a design, a report, a schedule, and/or a summary for the benefit of the services. The content thereof is not binding and is of an advisory nature only, but Leadstars will observe its duties of care. The Client decides independently and at its own responsibility whether to follow the advice.

2. The advice provided by Leadstars, in any form whatsoever, shall never be considered as binding advice.

3. At the first request of Leadstars, the Client is obligated to review proposals provided by Leadstars. If Leadstars' work is delayed because the Client fails to provide a timely review of a proposal made by Leadstars, the Client is at all times solely responsible for the resulting consequences, such as delay.

4. The nature of the services entails that the result is at all times dependent on external factors that may influence Leadstars' reports and advice, such as the quality, accuracy, and timely delivery of necessary information and data from the Client and its employees. The Client guarantees the quality and the timely and correct delivery of the necessary data and information.

5. Prior to the commencement of the work, the Client shall inform Leadstars in writing of all circumstances that are or may be relevant, including any points and priorities to which the Client wishes to draw attention.

Article 9 - Lead Generation

1. If Leadstars provides leads for the benefit of the Client, Leadstars is in no way responsible or liable for the quality of the leads provided, or whether or not these leads become employees of the Client.

2. Leadstars is never responsible for the incomplete or incorrect provision of information, as a result of which Leadstars does not perform its services as expected by the Client.

3. The Client is not entitled to modify, delete, encrypt, or use these Leads for its own purposes.

4. The Client must comply with all delivery specifications set by Leadstars, in the absence of which the execution of its services cannot commence in a timely manner.

Article 10 - Job Vacancy Copywriting

1. If agreed, Leadstars can write texts for the benefit of the Client.

2. Prior to the commencement of the work, the Client shall provide Leadstars with the job description in writing. The Parties shall record in writing all particulars regarding the content of the text to be written. The text will be written solely on the basis of these written agreements. If the agreements made are too brief to meet the Client's wishes, the parties must consult and adjust the agreements or the Agreement accordingly.

3. Writing texts is an expression of creativity and taste. If the Client agrees to the copywriting, the Client also agrees to the writing style and approach of Leadstars. Leadstars is entitled to perform the work according to its own insight and creativity, while taking into account the wishes and requirements of the Client.

4. Leadstars is at all times entitled to require the Client's approval before a text written by it is delivered.

5. Leadstars is entitled to retain the texts it has written until the Client has paid all outstanding invoices. In such a case, Leadstars is not liable for any delay or damage resulting from delay.

6. The intellectual property rights and copyrights on the texts remain with Leadstars, unless explicitly agreed otherwise. The Client shall, in principle, obtain a right of use after the moment of delivery and provided that all outstanding invoices have been paid. For the other provisions regarding the intellectual property rights on the work created by Leadstars, reference is made to Article 23 of these general terms and conditions.

Article 11 - Development of Designs

1. The Client must record in writing all wishes and requirements for the development of a design. Leadstars may, in consultation with the Client, deviate from these if it deems it necessary and/or desirable to achieve the desired result.

2. The development of the design shall take place, unless the Parties agree on a different method, in accordance with the following 5-phase process:

Phase I: Concept Development. The Parties shall consult with each other to translate the Client's wishes into a design. In this respect, the information from the Client regarding, among other things, the quantity and visual characteristics is crucial.

Phase II: Visualization. After discussion, depending on the job vacancy, a suitable design will be created that may fit the Client's corporate identity or will be the beginning of the Client's corporate identity, which will serve as a basis for further creative development. Leadstars will deliver an 'x' number of sketches from which one or more designs can be chosen. The chosen sketch(es) will be developed. After approval of such a design, this design can be considered a product of the Client, which serves as a basis for further creative development. The Client will receive [number] sketches from which one can be chosen.

Phase III: Feedback. Such a product is then further refined according to the Client's instructions. The Client is entitled to 'X' number of adjustments, as determined by Leadstars upon entering into the agreement. The Client is obligated to review the design and/or give its approval within a maximum period of 7 days, unless a different period has been expressly agreed upon. The Parties may agree that the Client is entitled to an additional number of adjustments after an initial approval. If more rounds of adjustments or major changes are required, an additional charge may be applied.

Phase IV: Delivery. After the review period mentioned in Phase III, the developed design is final, provided that no adjustments or feedback have been made. Otherwise, Leadstars will perform one final round of adjustments, after which the design will be final.

3. The Client is prohibited from making or having made any changes to Leadstars' designs without prior express written permission.

Article 12 - Content Creation

1. Leadstars can, if commissioned to do so, undertake content creation, whether or not within the scope of marketing services. If any guarantee is given in this regard, it is limited to what has been expressly agreed upon in writing.

2. Prior to the commencement of the work, the Client shall inform Leadstars in writing of all circumstances that are or may be relevant, including any points and priorities to which the Client wishes to draw attention.

3. Content creation is an expression of creativity and taste. If the Client agrees to the Quotation as used by Leadstars, this also means that the Client agrees to the specific approach and style that Leadstars employs. Leadstars has the right to perform the work according to its own technical and creative insight, insofar as nothing has been expressly stated by the Client in this regard. All specific requirements and wishes of the Client must be jointly recorded in writing by the parties.

4. If, for the effective execution of the agreement, Leadstars is required to rent additional material or space, or needs the expertise of third parties, or if it subsequently appears that more time is needed, extra costs may be charged for this during the Agreement, on a subsequent-calculation basis. Leadstars will inform the Client of this in a timely manner. The Client must provide written approval for this.

5. Leadstars may require the Client to make additional agreements regarding the execution, costs, or duration of the Agreement if weather conditions or other external factors, in Leadstars' judgment, impede the effective execution of the agreement. Such circumstances may give rise to the performance of additional work.

6. The copyright on the works of Leadstars rests exclusively with Leadstars, unless explicitly agreed otherwise. Permission for the use of a work by the Client is granted exclusively in writing in advance in the form of a license as described by Leadstars in its offer regarding its nature and scope. With respect to the transferability of copyrights, attribution on a work, or an infringement of Leadstars' copyrights, Article 25 of the Dutch Copyright Act (Auteurswet) applies.

7. If the Client requests ownership of the works, this can only be transferred with the explicit permission of Leadstars, for which additional costs will be charged. Leadstars may require the Client to enter into a separate agreement for this purpose. However, Leadstars is never obligated to comply with this request.

Article 13 - Job Posting

1. Leadstars will post the job vacancy provided by the Client on the Client's social media channel in the agreed-upon manner.

2. The agreed-upon posting date is an estimate and shall never be considered a strict deadline, unless the parties have expressly agreed otherwise in writing.

3. Leadstars reserves the right at all times not to post the job vacancy if:

- the content of the job vacancy, in the sole judgment of Leadstars, conflicts with the content of these general terms and conditions and/or applicable laws and regulations;

- the information carrier on which the information is provided is defective or unusable, or if the information itself is unsuitable for posting;

- technical problems occur during the posting of the job vacancy;

- the job vacancy, in the sole judgment of Leadstars, does not align with the nature and scope of other job vacancies in the relevant medium.

4. Leadstars is not responsible for the success or failure of the Client's job vacancy, nor for the actual reach of the job vacancy.

Article 14 - Social Media Campaigns

1. Leadstars does not guarantee any results regarding the provision of marketing services. Leadstars only applies a certain strategy that has produced results in the past. Likewise, Leadstars can make no commitments in this regard, but will make its best efforts.

2. If Leadstars sets up social media campaigns/advertisements on behalf of the Client, the budget will be determined by the Client. If the Client desires more work than is possible based on the current rate, additional costs must be charged for this. Such services will be clearly recorded in writing. The Client may provide content and/or information for this purpose.

3. If the job vacancy for which the campaign was created is filled during its term, the Client has the option to continue the current campaign for another job vacancy at no additional cost, provided it falls under comparable conditions.

4. All campaigns developed by Leadstars remain the property of Leadstars and can be transferred at the Client's request, unless the Client explicitly acquires the intellectual property rights.

5. The nature of the service entails that any achievable results depend on various external factors that can influence the results of the service, such as the quality and availability of the software or third-party services required for the performance of the service, including Facebook, Instagram, Pinterest, Twitter (and other parties). External factors such as, but not limited to, algorithms, rules, guidelines, policies, technological developments, as well as human actions like browsing behavior, can therefore affect the results and working methods of Leadstars.

Leadstars will perform its work taking into account the aforementioned factors and any changes thereto. The aforementioned provisions shall never provide the Client with grounds for termination of the Agreement or a right to compensation for damages.

5. If the Client wishes to make interim changes to the campaigns itself or has such changes made by third parties, it must first consult with Leadstars before these changes are implemented. The Client is solely responsible for all consequences of changes or modifications initiated by the Client that have not been explicitly approved in advance by Leadstars or to which it has not otherwise previously consented. Any detrimental consequences due to the aforementioned changes or modifications are not grounds for liability of Leadstars.

6. Leadstars is never responsible nor liable if the Client's account is blocked in any way, is placed in a so-called shadowban, or if the Client is otherwise unable to use the account.

Article 15 - First Month of Collaboration Guarantee

Leadstars offers the Client a guarantee of a minimum of 15 qualified applicants in the first month of the collaboration. A qualified applicant is defined as: an applicant who meets the requirements specified by the Client in advance regarding indicated requirements as established in the job vacancy briefing prior to the campaign. If Leadstars fails to deliver a minimum of 15 qualified applicants in the first month of the collaboration, the Client is entitled to a full refund of the agreed-upon monthly amount. This refund guarantee applies exclusively to the first month of the collaboration and automatically expires upon renewal or continuation of the agreement after this first month. The guarantee is only applicable if the Client has timely provided all necessary input, access, and cooperation as agreed and required for the performance of the Services. If this guarantee is utilized, any further right to services from Leadstars with respect to the first month shall be forfeited, unless the parties agree otherwise in writing.

Article 16 - Additional Work and Modifications

1. If, during the performance of the Agreement, it appears that the Agreement needs to be adjusted, or if further work is necessary at the Client's request to achieve the Client's desired result, the Client is obligated to compensate for this additional work according to the agreed-upon rate. Leadstars is not obligated to comply with this request and may require the Client to enter into a separate Agreement for this purpose and/or be referred to a competent third party.

2. If the additional work is the result of negligence by Leadstars, an incorrect assessment by Leadstars, or if Leadstars could have reasonably foreseen the relevant work, these costs will not be charged to the Client.

Article 17 - Prices and Payment

1. All prices are, in principle, exclusive of value-added tax (VAT) and advertising expenditures, unless otherwise agreed.

2. Leadstars performs its services in accordance with the agreed-upon monthly rate.

3. Travel time on behalf of the Client, and travel-related expenses, will be charged to the Client.

4. The Client is obligated to fully reimburse the costs of third parties engaged by Leadstars after the Client's approval, unless expressly agreed otherwise.

5. The parties may agree that the Client must pay an advance. If an advance payment is agreed upon, the Client must pay the advance before the performance of the services commences.

6. The Client can derive no rights or expectations from a previously issued budget estimate, unless the parties have expressly agreed otherwise.

7. Leadstars is entitled to increase the applicable prices and rates annually in accordance with the prevailing inflation rates. Other price changes during the Agreement are only possible if and to the extent that they are expressly stipulated in the Agreement.

8. The Client must pay these costs in full, without set-off or suspension, within the specified payment term of no later than 14 days as stated on the invoice, to the account number and details of Leadstars made known to it.

9. In the event of liquidation, insolvency, bankruptcy, involuntary liquidation, or a request for payment against the Client, the payment and all other obligations of the Client under the Agreement shall become immediately due and payable.

10. Any repayments or refunds by Leadstars will exclusively take place within a period of 90 days after Leadstars has confirmed in writing that the Client is entitled to the respective repayment or refund.

Article 18 - Collection Policy

1. When the Client fails to meet its payment obligation, and has not fulfilled its obligation within the stipulated payment term of no later than 14 days, the Client is in default by operation of law.

2. From the date the Client is in default, Leadstars will be entitled, without further notice of default, to the statutory commercial interest from the first day of default until full payment is made, and to compensation for extrajudicial collection costs in accordance with Article 6:96 of the Dutch Civil Code (BW), calculated according to the graduated scale from the Decree on compensation for extrajudicial collection costs of July 1, 2012.

3. If Leadstars has incurred more or higher costs that are reasonably necessary, these costs are eligible for reimbursement. The full judicial and execution costs incurred are also for the account of the Client.

Article 19 - Privacy, Data Processing, and Security

1. Leadstars shall handle the (personal) data of the Client with care and shall only use it in accordance with applicable standards. If requested, Leadstars will inform the data subject about this.

2. The Client is solely responsible for the processing of data that is processed using a service of Leadstars. The Client also warrants that the content of the data is not unlawful and does not infringe upon any rights of third parties. In this context, the Client indemnifies Leadstars against any legal claim related to this data or the performance of the Agreement.

3. If Leadstars is required under the Agreement to provide for the security of information, this security shall comply with the agreed-upon specifications and a level of security that, considering the state of the art, the sensitivity of the data, and the associated costs, is not unreasonable.

Article 20 - Suspension and Termination

1. Leadstars has the right to retain the data, data files, and other materials received or created by it if the Client has not yet (fully) met its payment obligations. This right shall remain in full force and effect if a reason arises that, in the judgment of Leadstars, justifies such suspension.

2. In the event the collaboration is paused at the Client's request, the monthly fee for the respective month remains fully due and payable, regardless of the timing of the pause.

3. Leadstars is authorized to suspend the performance of its obligations as soon as the Client is in default of any obligation arising from the Agreement, including the late payment of its invoices. The suspension shall be immediately confirmed to the Client in writing.

4. In such a case, Leadstars is not liable for damages, on any grounds whatsoever, resulting from the suspension of its work.

5. The suspension (and/or termination) does not affect the Client's payment obligations for work already performed. Moreover, the Client is obligated to compensate Leadstars for any financial loss that Leadstars suffers as a result of the Client's default.

Article 21 - Force Majeure

1. Leadstars is not liable if it is unable to fulfill its obligations under the Agreement due to a force majeure event.

2. Force majeure on the part of Leadstars shall in any case be understood to include, but is not limited to: (i) force majeure of suppliers of Leadstars, (ii) failure of suppliers prescribed or recommended by the Client or its third parties to properly fulfill their obligations, (iii) defects in software or of any third parties involved in the performance of the service, (iv) government measures, (v) failure of electricity, internet, data network, and/or telecommunication facilities, (vi) illness of employees of Leadstars or advisors engaged by it, and (vii) other situations that, in the judgment of Leadstars, fall outside its sphere of influence and which temporarily or permanently prevent the fulfillment of its obligations.

3. In the event of force majeure, both Parties have the right to terminate the Agreement in whole or in part. All costs incurred before the termination of the Agreement shall, in that case, be paid by the Client. Leadstars is not obligated to compensate the Client for any losses caused by such termination.

Article 22 - Limitation of Liability

1. If any result stipulated in the Agreement is not achieved, a failure on the part of Leadstars shall be deemed to exist only if Leadstars expressly promised this result upon accepting the Agreement.

2. In the event of an attributable failure by Leadstars, Leadstars is only obligated to pay any damages if the Client has provided Leadstars with a written notice of default within 14 days of discovering the failure, and Leadstars subsequently fails to remedy this failure within a reasonable period. The notice of default must be submitted in writing and must contain a sufficiently precise description and substantiation of the failure to enable Leadstars to respond adequately.

3. If the performance of Services by Leadstars gives rise to liability, that liability shall be limited to the total amount invoiced under the Agreement, but only with respect to direct damages suffered by the Client, unless the damage is the result of intent or willful recklessness on the part of Leadstars. Direct damages are understood to mean: reasonable costs incurred to limit or prevent direct damage, to establish the cause of damage, the direct damage itself, liability, and the method of repair.

4. Leadstars expressly excludes all liability for consequential damages. Leadstars is not liable for indirect damages, business losses, loss of profit and/or losses suffered, missed savings, damage due to business stagnation, capital losses, delay damages, interest damages, and intangible damages.

5. The Client indemnifies Leadstars against all claims by third parties resulting from a defect in a service provided by the Client to a third party, where such service also consisted in part of Services delivered by Leadstars, unless the Client can prove that the damage was caused exclusively by the service of Leadstars.

6. Any advice provided by Leadstars based on incomplete and/or incorrect information supplied by the Client shall never constitute grounds for liability on the part of Leadstars.

7. The content of the advice delivered by Leadstars is non-binding and of an advisory nature only. The Client decides for itself and at its own responsibility whether to follow the proposals and advice of Leadstars contained therein. All consequences arising from following the advice are for the account and risk of the Client. The Client is at all times free to make its own choices that deviate from the advice delivered by Leadstars. Leadstars is not obligated to provide any form of refund if this is the case.

8. If a third party is engaged by or on behalf of the Client, Leadstars is never liable for the actions and advice of the third party engaged by the Client, nor for the incorporation of results (from prepared advice) from the third party engaged by the Client into Leadstars' own advice.

9. Leadstars does not guarantee the correct and complete transmission of the content of an email sent by or on behalf of Leadstars, nor its timely receipt.

10. In no event shall Leadstars be liable if the leads it has selected do not meet the Client's expectations.

11. All claims by the Client for failure on the part of Leadstars shall lapse if they are not reported to Leadstars in writing with substantiation within one year after the Client became aware, or reasonably could have become aware, of the facts on which it bases its claims. One year after the termination of the Agreement between the parties, the liability of Leadstars shall expire.

Article 23 - Confidentiality

1. Leadstars and the Client undertake to maintain the confidentiality of all confidential information obtained in the context of an assignment. The confidentiality arises from the assignment and must also be assumed if it can reasonably be expected that the information is confidential. The confidentiality obligation does not apply if the information in question is already public/generally known, the information is not confidential, and/or the information was not disclosed to Leadstars by the Client during the Agreement and/or was obtained by Leadstars in another manner.

2. Leadstars will at all times use its best efforts to adequately secure the Client's confidential information. In this regard, Leadstars strongly advises enabling two-step verification for all persons who have access to the Client's social media advertising account on the META platform, in order to ensure the security of the Client's META account.

3. In particular, the confidentiality obligation applies to advice, reports, designs, working methods, and/or reporting prepared by Leadstars concerning the Client's assignment. The Client is expressly forbidden from sharing the content thereof with employees who are not authorized to have knowledge of it and with (unauthorized) third parties. Furthermore, Leadstars shall at all times exercise the required due care in handling all business-sensitive information provided by the Client.

4. If Leadstars is required by a statutory provision or a court order to provide confidential information to a third party designated by law or a competent court, and Leadstars cannot invoke a right of non-disclosure, Leadstars is not liable for any damages, and this does not give the Client grounds for terminating the Agreement.

5. The transfer or dissemination of information to third parties and/or the publication of statements, advice, or productions provided by Leadstars to third parties requires the written consent of Leadstars, unless such consent has been expressly agreed upon in advance. The Client shall indemnify Leadstars against all claims by such third parties resulting from reliance on such information that has been disseminated without the written consent of Leadstars.

6. Leadstars and the Client shall also impose the confidentiality obligation on any third parties they engage.

Article 24 - Indemnification and Accuracy of Information

1. The Client is solely responsible for the accuracy, reliability, and completeness of all data, information, documents, and/or records, in whatever form, that it provides to Leadstars in the context of an Agreement, as well as for the data it has obtained from third parties and which has been provided to Leadstars for the purpose of performing the Service.

2. The Client indemnifies Leadstars against any liability resulting from the failure to fulfill, or the untimely fulfillment of, the obligations regarding the timely provision of all correct, reliable, and complete data, information, documents, and/or records.

3. The Client indemnifies Leadstars against all claims by the Client and by third parties engaged by or working under the Client, as well as by customers of the Client, based on the failure to obtain (in a timely manner) any subsidies and/or permissions required in the context of the performance of the Agreement.

4. The Client indemnifies Leadstars against all claims by third parties arising from the work performed for the benefit of the Client, including but not limited to intellectual property rights on the data and information provided by the Client that may be used in the performance of the Agreement, and/or the acts or omissions of the Client towards third parties.

5. If the Client provides electronic files, software, or data carriers to Leadstars, the Client guarantees that they are free of viruses and defects.

Article 26 - Complaints

1. If the Client is not satisfied with the service of Leadstars or otherwise has complaints regarding the execution of its assignment, the Client is obligated to report these complaints as soon as possible, but no later than 7 calendar days after the relevant event that gave rise to the complaint. Complaints may be submitted orally or in writing to info@leadstars.nl with the subject line 'Complaint'.

2. The complaint must be sufficiently substantiated and/or explained by the Client for Leadstars to be able to process the complaint.

3. Leadstars will provide a substantive response to the complaint as soon as possible, but no later than 7 calendar days after receipt of the complaint.

4. The Parties shall attempt to reach a mutually agreeable solution.

Article 27 - Applicable Law

1. The legal relationship between Leadstars and the Client is governed by Dutch law.

2. Leadstars reserves the right to amend these general terms and conditions and will notify the Client of such amendments.

3. In the event of any discrepancy between translated versions of these general terms and conditions, the Dutch version shall prevail.

4. All disputes arising from or in connection with the Agreement between Leadstars and the Client shall be settled by the competent court of the District Court of The Hague (Leiden location), unless mandatory provisions of law designate another competent court.

Article 28 - Supplemental Offer B2B Client Acquisition System

In addition to recruitment marketing, Leadstars offers a supplemental service in the form of the B2B Client Acquisition System. This service is specifically aimed at generating business-to-business leads for the Client, with the objective of establishing new collaborations or assignments. The B2B Client Acquisition System is exclusively a lead-generation service. Leadstars is never responsible or liable for: the quality or accuracy of the leads provided; the actual establishment of appointments, collaborations, or agreements between the Client and the provided leads; any damages, loss of profit, or disappointing results arising from the Client's follow-up or lack thereof on the leads. The Client is solely and fully responsible for the follow-up, qualification, and further processing of the provided leads. All obligations of Leadstars in the context of the B2B Client Acquisition System are expressly best-efforts obligations and not obligations to achieve a specific result. Leadstars reserves the right to use third parties, software, or external systems in the execution of the B2B Client Acquisition System. External factors such as changes in algorithms, regulations, technical failures, or human actions can influence the results. These circumstances do not constitute grounds for the Client to claim damages or to terminate the Agreement. To the extent any guarantee or promise has been made regarding numbers or results, this serves only as an indication, and the Client may not derive any rights therefrom.