Provider: UrbanPanda International B.V., trading under the trade name SalesControl, Wierdensestraat 149, 7604 BE Almelo, the Netherlands, registered with the Netherlands Chamber of Commerce (KvK) under number 63244977, VAT identification number NL855153222B01, telephone +31 85 107 0200, e-mail info@salescontrol.eu (hereinafter: “SalesControl”).
These terms and conditions apply to every Partner Agreement between SalesControl and a Partner, and to any use of the SalesControl.eu Platform. Partners within the meaning of these terms are exclusively businesses acting in the course of their trade or profession; these terms are not intended for consumers.
Language note. This is a translation provided for the convenience of English-speaking users. The Dutch version (AV-PLAT-NL) is the legally binding text; in the event of any difference in interpretation between this English translation and the Dutch original, the Dutch text prevails.
Article 1 — Applicability
1.1 These terms and conditions apply to all offers, quotations and agreements between SalesControl and a Partner, in particular the Partner Agreement, unless the parties have expressly agreed otherwise in writing.
1.2 The applicability of any purchasing or other conditions of the Partner is expressly rejected.
1.3 If any provision of these terms and conditions proves to be void or is annulled, the remaining provisions remain in full force.
Article 2 — The Platform and services
2.1 SalesControl operates the SalesControl.eu Platform, through which Leads are generated, administered and supplied to Partners, and through which Partners can manage their own Leads.
2.2 SalesControl will use reasonable efforts to keep the Platform available, but does not guarantee that the Platform will function without interruption, error or defect at all times. SalesControl is entitled to take the Platform (temporarily) out of service for maintenance, updates or comparable work.
2.3 SalesControl reserves the right to modify, extend or limit the functionality of the Platform, provided that this does not materially impair the core functionality for which the Partner uses the Platform.
Article 3 — Conditions of use
3.1 The Partner and the users designated by the Partner receive login credentials for the Platform. The Partner is responsible for handling these credentials carefully and confidentially, and for all actions performed under them.
3.2 The Partner will not use the Platform in a manner that conflicts with applicable law, the rights of third parties, or these terms and conditions.
3.3 The Partner may not copy, decompile, reverse engineer or otherwise attempt to derive the underlying source code of the Platform or any part of it, except to the extent permitted by mandatory law.
Article 4 — Prices and payment
4.1 The subscription prices for the Basic Package and the Premium Package, as well as the method of invoicing, payment and the applicable early-payment discount (Skonto), are set out in the Partner Agreement.
4.2 SalesControl is entitled to index the subscription prices annually in accordance with the CBS (Statistics Netherlands) price index for the services sector, or a comparable generally recognised index, provided that SalesControl announces such an adjustment in writing at least 2 months in advance.
4.3 Price changes other than the indexation referred to in article 4.2 will be communicated to the Partner in writing at least 1 month before the intended effective date. If the Partner does not agree to such a price change, the Partner is entitled to terminate the Partner Agreement with effect from the date on which the price change would take effect, provided the Partner does so before that date.
Article 5 — Intellectual property
5.1 All intellectual property rights in the Platform, the SalesControl.eu website, and all software, databases, texts, images and other content incorporated therein, belong exclusively to SalesControl or its licensors.
5.2 The Partner is granted only a non-exclusive, non-transferable right to use the Platform for the duration of and for the purpose of performing the Partner Agreement.
Article 6 — Liability
6.1 The total liability of SalesControl towards the Partner for an attributable failure to perform the Partner Agreement and/or these terms and conditions, or in tort, is limited to compensation for direct loss and to an amount equal to the subscription fees payable by the Partner to SalesControl over the last 6 (six) months preceding the event giving rise to the liability.
6.2 SalesControl is never liable for indirect loss, including consequential loss, lost profit, lost savings, reduced goodwill and loss due to business interruption.
6.3 The limitations in this article do not apply to the extent that the loss results from intent or deliberate recklessness on the part of SalesControl or its managers, and do not affect the liability of SalesControl as a processor under the Data Processing Agreement, to the extent that mandatory law does not permit further limitation.
6.4 SalesControl is not liable for loss arising from the quality, accuracy or conversion of the Leads it supplies, nor for the acts or omissions of the Lead itself.
Article 7 — Force majeure
7.1 Neither party is obliged to perform any obligation if it is prevented from doing so by force majeure. Force majeure includes: disruptions of the internet connection or at hosting providers, cyberattacks, power failures, governmental measures, pandemics and other circumstances reasonably beyond the control of the party concerned.
Article 8 — Complaints
8.1 Complaints about the services must be submitted by the Partner to SalesControl in writing and with reasons, via info@salescontrol.eu, as soon as possible and in any event within 14 days after the Partner discovered or could reasonably have discovered the event giving rise to the complaint.
Article 9 — Governing law and disputes
9.1 These terms and conditions are governed by Dutch law. Disputes will be submitted to the competent court of the District Court of Overijssel, Almelo location, in accordance with article 12 of the Partner Agreement.
Article 10 — Amendment of these terms
10.1 SalesControl is entitled to amend these terms and conditions. Amendments will be communicated to the Partner in writing at least 1 month before the effective date and apply from the announced effective date, unless the Partner objects in writing within that period, in which case article 4.3 applies mutatis mutandis.