General Terms and Conditions

Last updated: October 7, 2025

Contracting Party

These general terms and conditions ("Terms") apply to all offers, quotes, assignments, and agreements whereby the sole proprietorship HighStandardSales, trading under the name Van Lead Naar Klant or VLNK, with offices at Richard Holstraat 73, 3131 EN Vlaardingen, registered with the Chamber of Commerce under no. 77528182 (hereinafter: VLNK), provides services to a counterparty (hereinafter: Client).

No Partnership / One Contracting Party — The parties acknowledge that no general partnership is formed and that exclusively the above-mentioned sole proprietorship is the contracting party. Other natural persons involved in the execution (such as co-founder(s) or subcontractors) are not contracting parties and not jointly and severally liable.

1. Definitions

Services: VLNK's activities in the field of B2B lead generation and sales enablement, including (but not limited to) LinkedIn outreach, email outreach, content creation, campaign strategy, copy, funnel/landing page advice, community support (Skool), dashboards/reports, and related consulting.

Platform(s): third-party services used in execution, such as LinkedIn, Microsoft 365/Outlook, HubSpot, Smartlead, Framer (hosting), Skool, Google Analytics 4 (GA4), Notion, scheduling/meeting tools, and similar software.

ICP: the ideal customer profiles agreed upon by the parties (industry, size, function/role, geography, and exclusion criteria).

Conversation Contact: a bilateral conversation reached through outreach with a natural person acting on behalf of an organization within the ICP and responding substantively via LinkedIn DM or email (more than an automatic reply), such as a question, substantive comment, or appointment intention. Not counted as Conversation Contacts: out-of-office, bounces, autoresponders, "no thanks," opt-outs, or responses from non-decision-makers outside the ICP.

AUP: Acceptable Use & Compliance provisions in these Terms (see Article 8).

2. Applicability and Order of Precedence

2.1 These Terms apply to all legal relationships between VLNK and Client. Deviations apply only if agreed in writing.

2.2 In case of conflict, the following order of precedence applies: (i) signed Order Form / Statement of Work (SOW) including any specific warranty arrangements; (ii) data processing agreement (only for data processing on behalf of Client); (iii) these Terms; (iv) quote; (v) other documents.

2.3 Client's general (purchasing) terms and conditions are expressly rejected.

3. Services, Scope and Change Control

3.1 VLNK performs the Services as a best-efforts obligation according to professional standards. Results are partly dependent on external factors (market, proposition, reputation, platform policy, deliverability, follow-up by Client).

3.2 Scope: the content, deliverables, volumes, and schedule are specified in the Order Form/SOW or quote.

3.3 Changes (Change Orders): work outside the agreed scope will only be performed after written confirmation of price, impact, and lead time.

3.4 Acceptance: concepts/content/settings are deemed accepted if no written, concrete objections are received within 5 business days of delivery. Accepted results form the basis for follow-up activities.

3.5 VLNK may engage subcontractors in execution. VLNK remains responsible for directing the execution.

4. Performance Agreements — Conversation Contacts

4.1 VLNK is not responsible for revenue or conversion. VLNK's promise relates to initiating conversations with Client's potential customers (Conversation Contacts), not to closing deals.

4.2 A Conversation Contact is defined in Article 1. VLNK registers and reports Conversation Contacts via the agreed tooling (e.g., HubSpot, Smartlead, sheet, dashboard).

4.3 Client Obligations (essential for feasibility): Client (i) responds to all relevant connections/DMs/emails within 1 business day; (ii) follows the scripts, templates, and follow-up advice provided by VLNK; (iii) keeps sufficient calendar slots available; (iv) provides timely and complete access, materials, and ICP criteria; (v) does not unilaterally modify campaigns; (vi) respects the AUP (Article 8).

4.4 Remedy (exclusive): if the agreed volume of Conversation Contacts is demonstrably not achieved despite compliance with all Client Obligations and AUP, VLNK will extend the execution period free of charge by a reasonable period or deliver an additional sprint. Restitution or discount is excluded unless explicitly stated otherwise in the Order Form/SOW.

4.5 In case of non-compliance with Client Obligations/AUP, warranties and remedies lapse and VLNK may suspend work until rectified.

5. Responsibilities and Cooperation

5.1 VLNK serves Client's interests and reports as agreed.

5.2 Client is responsible for the accuracy, completeness, and lawfulness of supplied data, accounts, texts, and instructions and indemnifies VLNK against third-party claims arising therefrom.

5.3 If Client delivers input/access late or incompletely, the schedule shifts and VLNK may charge additional work or waiting time at the then-current rate.

6. Term, Termination and Cancellation

6.1 Duration: retainers have a minimum term of 3 months from start date. Thereafter, terminable monthly with 30 days' notice.

6.2 Cancellation before start: possible after written consent; setup/onboarding costs and hours already spent are non-refundable.

6.3 Early termination within minimum term: Client owes an early termination fee of 50% of the remaining periods until end of minimum term.

6.4 VLNK may terminate or suspend the agreement with immediate effect (in whole or in part) in case of: (i) material breach by Client (including payment default, AUP violation, GDPR non-compliance), (ii) suspension of payments/bankruptcy, or (iii) reputation/compliance risks that are unacceptable by reasonable standards.

7. Prices, Payment and Suspension

7.1 Unless otherwise stated, prices are excl. VAT and excl. third-party license/advertising/tool costs.

7.2 Down payment: Assignment starts after receipt of 50% down payment (or first month in advance).

7.3 Invoicing & term: invoices are sent digitally; payment within 14 calendar days.

7.4 Late payment: statutory (commercial) interest and extrajudicial collection costs are due. VLNK may automatically suspend after 7 days of default, limit access, and adjust schedule/targets; warranties/remedies lapse.

7.5 Indexation/price change: VLNK may index rates annually (CPI) and adjust prices in consultation in case of significant cost increases (tools/licenses).

7.6 VLNK may require security or advance payment in case of increased credit risk or substantial assignments.

8. Acceptable Use & Compliance (AUP)

8.1 Laws and regulations: Client warrants that all data and campaigns used comply with applicable law (including GDPR, Telecommunications Act), platform terms, and reasonable standards of care.

8.2 Data lawfulness: Client is responsible for legal basis (consent/soft opt-in/legitimate interest), correct identification, clear opt-out, and maintaining suppression lists. Purchased or outdated lists are prohibited without demonstrable lawfulness.

8.3 Platform use: VLNK works exclusively with methods that fall within or align with the relevant platform terms. Scraping, mass automation, or spam behavior is refused.

8.4 Email deliverability: Client follows instructions regarding sending domain, subdomain, SPF/DKIM/DMARC, inbox warm-up, volume limits, template variation, and hygiene (bounces/removals). Deliverability is best-effort; no guarantee.

8.5 LinkedIn limits & bans: Client strictly follows the daily/monthly limits, connection/DM guidelines, quality requirements, and pacing that VLNK advises. VLNK is not liable for changes in LinkedIn's policy/algorithms or for suspensions/bans/blocks, nor for consequential damages (including account restrictions or reputational damage).

8.6 Scripts & follow-up: Client uses the scripts/templates provided by VLNK, does not apply aggressive or misleading claims, and responds within 1 business day to conversations/requests.

8.7 Suspension in case of risk: In case of suspected unlawfulness, abuse, or platform risk, VLNK may immediately suspend execution and demand adjustments; if these are not forthcoming, VLNK may terminate pursuant to Art. 6.4.

8.8 Indemnification: Client indemnifies VLNK against claims/fines from third parties and supervisory authorities arising from violation of this article.

9. Privacy and Data Protection

9.1 Roles. For its own marketing/website, VLNK is the data controller. If VLNK performs outreach on behalf of Client (via their accounts/domains/data), VLNK is a processor and the parties enter into a data processing agreement in advance (Art. 28 GDPR).

9.2 Client guarantees the lawful origin of personal data, correct opt-outs, and data minimization.

9.3 VLNK may suspend processing in case of doubt about lawfulness or security.

9.4 After completion of the assignment, VLNK returns or deletes personal data in accordance with the DPA and statutory retention periods.

10. Intellectual Property and License

10.1 All IP rights to materials developed by VLNK (texts, prompts, templates, scripts, strategies, frameworks, visuals, dashboards) vest with VLNK or its licensors.

10.2 Client obtains — after full payment — a non-exclusive, non-transferable right of use for its own internal business purposes and agreed publication channels.

10.3 Prohibited without prior written consent: sublicensing, resale/white-label, disclosure outside scope, reverse engineering of prompts/flows/templates, or reuse for third parties.

10.4 Materials provided by Client remain Client's property; Client grants VLNK a free right of use for execution. Client indemnifies VLNK against third-party claims regarding provided materials.

10.5 References: VLNK may mention Client's trade name and logo as a reference (without confidential information), unless Client objects in writing.

11. Confidentiality, Non-Solicitation and Reputation

11.1 Confidentiality: Parties keep each other's business and project information confidential; this obligation applies until 2 years after termination of the agreement.

11.2 Non-solicitation: Client will not actively approach or employ VLNK's employees/subcontractors during the term and 12 months thereafter without written permission; penalty €10,000 per violation, without prejudice to the right to additional compensation.

11.3 Non-disparagement (reasonableness): Parties refrain from publicly denigrating statements about each other; criticism is discussed internally first.

12. Liability and Force Majeure

12.1 Exclusions: VLNK is not liable for indirect damage, consequential damage, lost profit/revenue, reputational damage, loss of data, fines due to Client's action/omission, or damage arising from platform changes, account suspensions/bans, deliverability problems, blacklisting, third-party failures, or failure to follow advice/limits.

12.2 Cap: VLNK's total liability is in all cases limited to the higher of (i) the amount paid out by VLNK's liability insurer, or (ii) the total fees paid by Client to VLNK in the 12 months preceding the event giving rise to liability, with an absolute maximum of €10,000 (ten thousand euros).

12.3 The limitations included in this article do not apply in case of intent or willful recklessness on the part of VLNK's management.

12.4 Force majeure: in case of force majeure (including power/telecom failures, pandemic, strike, fire, war, government measures, widespread platform outages), obligations are suspended; if force majeure lasts >60 days, parties may terminate without compensation.

13. Service, Support and Escalation

13.1 Non-critical issues are scheduled reasonably; critical issues (such as loss of access) are handled on a best-effort basis.

13.2 Escalation: project lead → VLNK management → mediation → competent court (see Art. 16).

14. Suspension and Termination for Non-Compliance

14.1 VLNK may suspend execution in case of payment arrears, AUP/GDPR risk, unsafe practices, or lack of necessary cooperation.

14.2 Costs of downtime, additional work, and remedial measures are at Client's expense.

15. Changes to the Terms

15.1 VLNK may amend these Terms. Amendments apply to new assignments and — after notification — to ongoing agreements after expiry of the minimum term or agreed renewal period.

16. Applicable Law and Forum Choice

16.1 These Terms and all agreements between VLNK and Client are governed exclusively by Dutch law.

16.2 Disputes will be submitted to the competent court of the Rotterdam district (Rotterdam location), without prejudice to VLNK's right to turn to the court competent according to law.

16.3 The Vienna Sales Convention (CISG) does not apply.

17. Final Provisions

17.1 Transfer of rights/obligations by Client requires VLNK's prior written consent.

17.2 If any provision is void/voidable, the remaining provisions remain in effect; the parties replace the provision with a valid provision that approximates the purpose as much as possible.

17.3 The Dutch-language version of these Terms prevails over translations.

Appendix 1 — Operational Instructions (Binding Part of Art. 8 AUP)

LinkedIn pacing: Client respects the daily/monthly limits for connections/DMs specified by VLNK and accepts batch/timing distribution.

Account hygiene: 2FA enabled; no login sharing outside agreed tools; changes to passwords/settings are coordinated in advance.

Email setup: use of separate sending domain/subdomain; correct SPF/DKIM/DMARC; inbox warm-up according to instructions; daily caps and throttling followed.

Content/scripts: exclusively VLNK-validated scripts/templates; changes only after written coordination.

Response SLA: All relevant responses are replied to within 1 business day; no-shows/cancellations are logged and follow-up automated where possible.

Opt-out/suppression: each campaign contains clear opt-out; opt-outs are processed within 48 hours; bounces are cleaned up.

Quality/ICP: no targeting outside agreed ICP; exceptions only after written approval.

Evidence & logging: VLNK may maintain reasonable logs/reports for quality assurance and compliance purposes (without unnecessary personal data).

Suspension: in case of non-compliance with these instructions, VLNK may stop the campaign until rectified; costs/delays are at Client's expense.

Contact

HighStandardSales t/a Van Lead Naar Klant (VLNK)
Richard Holstraat 73, 3131 EN Vlaardingen
Chamber of Commerce 77528182
Email: boy@vanleadnaarklant.com