GENERAL TERMS AND CONDITIONS TRACKLEAD B.V. Version: 1.0 | Last updated: June 25, 2026 Note: this is an English translation of the Dutch general terms and conditions. The Dutch version is legally binding in the event of any discrepancy.

1 -- General Provisions and Definitions

1.1 Introduction and contractual basis

1.1.1

These general terms and conditions apply to all offers, legal relationships and agreements to which TrackLead B.V., established in Breda, the Netherlands, and registered with the Dutch Chamber of Commerce (KvK) under number 42155616, is a party.

1.1.2

The Service is offered exclusively to legal entities and natural persons acting in the exercise of a profession or business (hereinafter: "User"). The Service is expressly not intended for consumers.

1.1.3

By creating an account, purchasing the Service, starting a subscription or using the Service in any way, an agreement is established between TrackLead B.V. and the User, and the User accepts the applicability of these general terms and conditions and the data processing agreement.

1.1.4

If, in addition to these general terms and conditions, a data processing agreement, clickwrap acceptance or additional written arrangements also apply, the following order of precedence applies in the event of conflicts, with the document listed earlier prevailing over the document listed later:

specific written agreement between the parties;
data processing agreement;
these general terms and conditions;
other documentation, manuals or communications.

1.2 Definitions

In these general terms and conditions, the following definitions apply:

TrackLead B.V.

The private limited liability company established in Breda, the Netherlands, as identified above.

Service

The cloud-based software service of TrackLead B.V. enabling the User to set up, manage and monitor tracking and measurement infrastructure. This includes, among other things:

server-side tracking solutions (including via third parties such as Taggrs.io);
client-side tracking implementations;
configurations via Google Tag Manager and similar systems;
integrations with external advertising and analytics platforms such as Meta, Google Ads and LinkedIn Ads;
monitoring functionalities for technical verification of implementations.

The Service is dependent on external systems and third parties and is provided on a best-effort availability basis without any guarantee of results.

User

The legal entity or business that purchases the Service and acts in the exercise of a profession or business.

End Customer

The natural or legal person on whose behalf the User deploys the Service. TrackLead B.V. has no contractual relationship with the End Customer.

Domain

A unique internet domain or subdomain on which a tracking environment is configured. Domain also includes:

primary domains;
subdomains;
staging, test, acceptance or preview environments;
technically or functionally separate web environments requiring separate tracking configurations.

A change in domain name, subdomain structure or environment shall be deemed to constitute a new Domain if it requires a separate implementation.

Implementation

The initial technical delivery and configuration of the Service on one Domain, including at minimum:

setup of tracking structures in Google Tag Manager or similar systems;
configuration of server-side tracking;
connections with advertising platforms;
setup of event and measurement structures;
technical integration with cookie and consent solutions where applicable.

An Implementation refers exclusively to the initial delivery and not to subsequent maintenance, modifications or use.

Monitoring

Automated technical checking of the operation and configuration of an Implementation. Monitoring is limited to signalling technical deviations and does not constitute an audit, compliance assessment or guarantee of correct tracking or data collection. Monitoring is provided on a best-effort basis without a service level agreement (SLA).

Third Party Services

All external services, systems or infrastructure on which the Service directly or indirectly depends, including but not limited to:

Google (including Google Tag Manager and Google Ads);
Meta Platforms;
LinkedIn;
Taggrs.io;
cookie consent and CMP providers such as CookieYes and Cookiebot;
hosting and cloud providers.

1.3 Interpretation and scope

1.3.1

The definitions in these general terms and conditions shall be interpreted functionally and broadly, in line with the nature of the Service as a software infrastructure service.

1.3.2

In the event of doubt about the scope of a term, the interpretation that best aligns with the nature of the Service as a technical, non-result-guaranteed SaaS solution shall prevail.

2 -- Applicability

2.1 Applicability

2.1.1

These general terms and conditions apply to all quotations, offers, legal relationships and agreements to which TrackLead B.V. is a party, unless expressly and in writing agreed otherwise.

2.1.2

Any purchasing conditions or other (general) terms and conditions of the User are expressly rejected and shall not apply, unless explicitly accepted by TrackLead B.V. in writing.

2.2 Formation of the agreement

2.2.1

An agreement between TrackLead B.V. and the User is established at the moment the User:

creates an account; or
purchases the Service; or
activates a subscription; or
makes actual use of the Service in any way.

2.2.2

By using the Service, the User declares to have taken note of and to agree to these general terms and conditions and the data processing agreement.

2.2.3

If use occurs without explicit signature (for example via clickwrap or account activation), actual use shall constitute express acceptance of these terms and conditions.

2.3 Order of precedence

2.3.1

In the event of conflict between documents forming part of the legal relationship between the parties, the following order of precedence applies:

a separate written agreement between the parties;
the data processing agreement (DPA);
these general terms and conditions;
other documentation, including but not limited to manuals, product descriptions or marketing materials.

2.3.2

Deviations from this order of precedence are only valid if expressly and in writing agreed upon by both parties.

2.4 Exclusion of User's own terms

2.4.1

The applicability of any general or specific terms and conditions of the User is hereby expressly excluded.

2.4.2

A reference by the User to their own terms and conditions, regardless of the moment of reference, shall not be accepted and shall not bind TrackLead B.V.

2.5 Validity and scope of application

2.5.1

These terms and conditions apply to all current and future services of TrackLead B.V., unless agreed otherwise in writing.

2.5.2

If TrackLead B.V. adds new functionalities, modules or extensions to the Service, these shall automatically fall within the scope of these terms and conditions.

2.5.3

If one or more provisions of these terms and conditions prove to be wholly or partially void or voidable, the remaining provisions shall remain fully in force. In that case, the parties shall consult to replace the void provision with a provision that approximates the purport of the original provision as closely as possible.

2.6 Geographical and functional scope

2.6.1

These general terms and conditions apply regardless of the geographical location of the User or End Customer, to the extent that no mandatory legal provisions dictate otherwise.

2.6.2

The Service is offered in an international context, but is primarily governed by Dutch law.

3 -- Service Description and Nature of the Service

3.1 Nature of the Service

3.1.1

TrackLead B.V. provides a Software-as-a-Service enabling the User to configure, implement and monitor tracking and measurement infrastructure within the digital environments of the User and/or End Customers.

3.1.2

The Service is exclusively technical in nature and constitutes a configuration and automation layer on top of third-party systems.

3.1.3

The Service does not qualify as a marketing service, consultancy, data analysis service, advertising management or comparable forms of service delivery with a result obligation.

3.2 Functional components of the Service

3.2.1

The Service may include, among other things, the following functionalities:

generating and managing tracking configurations;
server-side tracking solutions, including via external infrastructure partners;
client-side tracking via tag management systems such as Google Tag Manager;
integrations with external advertising and analytics tools, including Meta, Google Ads and LinkedIn Ads;
connections with cookie consent management platforms;
monitoring functionalities for technical validation of implementations;
automation of setup processes for tracking infrastructure per Domain.

3.2.2

The exact composition of the Service may vary depending on the chosen subscription, product development and technical availability.

3.3 Dependency on third parties

3.3.1

The Service is dependent on systems, infrastructure and software of third parties (Third Party Services).

3.3.2

These Third Party Services include, but are not limited to:

advertising platforms such as Google, Meta and LinkedIn;
tag management systems such as Google Tag Manager;
server-side tracking providers such as Taggrs.io;
cookie consent and compliance tools such as CookieYes and Cookiebot;
cloud and hosting infrastructure.

3.3.3

TrackLead B.V. has no control over the availability, operation, performance, changes or discontinuation of these Third Party Services and is not responsible for the consequences thereof on the Service.

3.3.4

The User acknowledges that changes to Third Party Services may affect the operation of the Service without giving rise to any liability on the part of TrackLead B.V.

3.4 No guarantee of results

3.4.1

TrackLead B.V. gives no guarantee whatsoever with respect to the outcomes of using the Service, including in any case but not limited to:

the completeness or accuracy of tracking data;
the operation of attribution or measurement systems;
advertising performance or campaign results;
conversions, revenue or other commercial outcomes;
compatibility with changes to external platforms.

3.4.2

The User acknowledges that measurement and tracking results depend on external factors, including but not limited to browser settings, consent mechanisms, ad blockers and limitations of Third Party Services.

3.5 Implementations and technical nature

3.5.1

The Service is delivered in the form of Implementations per Domain, with each Implementation constituting an independent technical configuration.

3.5.2

TrackLead B.V. delivers exclusively the tooling and technical configuration components for these Implementations.

3.5.3

The actual deployment, application and further configuration of the Implementations within the systems of the User and/or End Customer falls entirely under the responsibility of the User.

3.6 Role of TrackLead B.V.

3.6.1

TrackLead B.V. acts exclusively as a supplier of a technical SaaS solution.

3.6.2

The use of the Service does not create a partnership, joint controllership, agency or representation between TrackLead B.V., the User or the End Customer.

3.6.3

TrackLead B.V. is not involved in the operational execution of marketing activities of the User or End Customer.

3.7 Technical variation and further development

3.7.1

The User acknowledges that the Service is a continuously developing software product.

3.7.2

TrackLead B.V. is entitled to modify, expand or restrict the functionality, technical architecture and user interface of the Service, without any obligation to pay damages, provided the core functionality of the Service is not materially affected.

4 -- Implementations and Licence Model

4.1 Licence model

4.1.1

Use of the Service is based on a licence model per Implementation.

4.1.2

Each Implementation grants the User the right to use the Service for one (1) Domain for the duration of the relevant Implementation.

4.1.3

Licences are exclusively tied to Implementations and not to general use, number of users, data volumes or campaigns.

4.2 Definition of an Implementation

4.2.1

An Implementation is deemed completed at the moment the initial technical setup of the Service on a Domain has been delivered and is functionally available for use by the User.

4.2.2

An Implementation includes at minimum the full or partial setup of:

tracking configurations in tag management systems;
server-side tracking components;
integrations with advertising and analytics tools;
connections with consent management systems;
other technical components necessary for the operation of the Service on the relevant Domain.

4.2.3

The moment of delivery is determined by TrackLead B.V., unless the parties agree otherwise in writing.

4.3 Domains and subdomains

4.3.1

Each unique combination of domain or subdomain is designated as a separate Domain and requires a separate Implementation and therefore a separate licence.

4.3.2

The foregoing applies regardless of technical or organisational similarities between Domains, including but not limited to:

shared hosting environments;
shared Google Tag Manager containers;
shared tracking structures or databases;
redirects or referrals between domains.

4.3.3

A change in domain name, subdomain structure or technical environment that necessitates a separate tracking configuration shall be designated as a new Domain.

4.4 Subscriptions and purchase obligations

4.4.1

The User may purchase Implementations on the basis of a subscription with a predetermined number of Implementations per period.

4.4.2

Subscriptions may be offered on a monthly, quarterly or annual basis.

4.4.3

The right to use the Service within a subscription is limited to the number of Implementations included within the relevant subscription period.

4.5 Consumption of Implementations

4.5.1

An Implementation is deducted from the available subscription balance at the moment an Implementation is started or executed.

4.5.2

If the available number of Implementations within a subscription period has been consumed, the User may only purchase additional Implementations at the rates applicable at that time.

4.6 Surplus and rollover

4.6.1

Unused Implementations within a subscription period are carried over to the next period within the same ongoing subscription, for the duration of the original subscription period. This means:

with a monthly subscription: unused Implementations expire after one (1) additional month;
with a quarterly subscription: unused Implementations expire after one (1) additional quarter;
with an annual subscription: unused Implementations expire after one (1) additional year.

4.6.2

After the rollover period has elapsed, unused Implementations expire automatically and without any right to reimbursement or compensation.

4.6.3

Rollover is only possible if and to the extent that the User maintains an active and continuous subscription without interruption.

4.7 Suspension and non-payment

4.7.1

If the User fails to meet their payment obligations in a timely manner, TrackLead B.V. is entitled to:

suspend the delivery of new Implementations; and/or
temporarily restrict or block access to the Service.

4.7.2

Ongoing or completed Implementations remain technically operational within external systems, unless they depend on active support from TrackLead B.V.

4.8 Changes in purchase volume or scale

4.8.1

The User may increase the number of Implementations to be purchased during the term of the agreement in accordance with the rates applicable at that time.

4.8.2

The User is permitted to purchase additional Implementations outside the initial subscription bundle during a current subscription period. These additional Implementations will be invoiced at the per-Implementation rate applicable to the User's current subscription, unless agreed otherwise in writing.

4.8.3

Additional Implementations are, where relevant, deemed to form part of the same pricing and licence framework as the existing subscription and are subject to the same contractual terms as the originally purchased Implementations.

4.8.4

Reducing the number of Implementations or downgrading the subscription is only possible as of the next renewal period.

4.9 No ownership of Implementations

4.9.1

Implementations and associated configurations are set up within systems of the User or third parties and do not become the property of TrackLead B.V.

4.9.2

After termination of the agreement, the User retains access to the already configured external configurations, to the extent these do not depend on active services of TrackLead B.V.

4.10 No exclusivity

4.10.1

The User does not obtain exclusive rights to the Service, technology or methodology of TrackLead B.V.

4.10.2

TrackLead B.V. is entitled to offer the same or similar Services to other users, including direct competitors of the User or End Customers.

5 -- Monitoring and Technical Verification

5.1 Nature of Monitoring

5.1.1

TrackLead B.V. may offer Monitoring functionalities as part of the Service aimed at automatically signalling technical deviations in an Implementation.

5.1.2

Monitoring has exclusively a technical and signalling function and does not constitute an audit, inspection, advisory or compliance service.

5.1.3

Monitoring does not guarantee that all errors, deviations or inaccuracies in an Implementation will be detected.

5.2 Included monitoring period

5.2.1

By default, Monitoring is included in the Service for a period of seven (7) days after completion of an Implementation.

5.2.2

After this period, Monitoring can only be continued if the User purchases it as an additional service at the applicable rates.

5.3 Limitations and dependencies

5.3.1

Monitoring depends on the availability and operation of Third Party Services and the configurations implemented by the User.

5.3.2

TrackLead B.V. is not responsible for incorrect, incomplete or untimely signalling resulting from limitations in external systems or faulty implementations by the User.

5.4 No obligation to act

5.4.1

Signals from Monitoring do not constitute instructions or mandatory actions.

5.4.2

The User remains fully responsible for interpreting and following up on signals.

5.5 No guarantee or SLA

5.5.1

Monitoring is provided on a best-effort basis and without any guarantee regarding completeness, accuracy or continuity.

5.6 Data and processing

5.6.1

In the context of Monitoring, technical data may be temporarily processed solely for the purpose of detecting deviations.

5.6.2

This data is not stored structurally and is used solely for generating aggregated or anonymised signalling reports.

6 -- Obligations and Responsibilities of the User

6.1 General responsibility

6.1.1

The User is fully responsible for the use of the Service and the manner in which Implementations are set up, applied and managed within their own systems and those of End Customers.

6.1.2

The User bears exclusive responsibility for the accuracy, completeness and lawfulness of all configurations, settings and data applied via the Service or via external systems.

6.2 Technical implementation and operation

6.2.1

The User is responsible for the correct technical implementation of all configurations generated or supported by the Service within third-party systems, including but not limited to Google Tag Manager, advertising platforms and cookie consent tools.

6.2.2

Any errors, incomplete implementations or incorrect use of the Service are entirely at the expense and risk of the User, regardless of whether these arose with the assistance of the Service.

6.2.3

TrackLead B.V. is not responsible for the operation, interpretation or outcome of tracking data or attribution based on Implementations.

6.3 Laws and regulations (GDPR and ePrivacy)

6.3.1

The User warrants that the use of the Service and all resulting data processing takes place in accordance with applicable laws and regulations, including the General Data Protection Regulation (GDPR) and ePrivacy regulations.

6.3.2

The User is responsible for correctly implementing and maintaining consent mechanisms (cookie consent) within the digital environments to which the Service is applied.

6.3.3

TrackLead B.V. does not provide legal, compliance or privacy advice and is not responsible for the legal qualification of the tracking methods used by the User.

6.4 Use of third-party systems

6.4.1

The User acknowledges that the Service depends on Third Party Services and that correct operation is also dependent on the configuration and use of these systems.

6.4.2

The User is themselves responsible for the correct use, management and maintenance of these external systems, unless explicitly agreed otherwise.

6.5 Account, access and security

6.5.1

The User is responsible for all activities that take place within their account(s) and the access credentials used therein.

6.5.2

The User must take appropriate technical and organisational measures to prevent unauthorised access to the Service.

6.5.3

TrackLead B.V. is not liable for damage resulting from unauthorised use of the User's accounts, unless there is demonstrable attributable failure on the part of TrackLead B.V.

6.6 Cooperation and provision of information

6.6.1

The User shall provide in a timely manner all information, access and cooperation that is reasonably necessary for the performance of the Service.

6.6.2

The User warrants the accuracy and completeness of all information provided.

6.6.3

Delays, limitations or errors in the Service resulting from insufficient cooperation by the User are not attributable to TrackLead B.V.

6.7 Monitoring and signals

6.7.1

The User acknowledges that Monitoring has exclusively a technical signalling function and does not give rise to any obligation to follow up, correct or act.

6.7.2

The User remains at all times responsible for interpreting and following up on signals arising from Monitoring.

6.7.3

The absence of a signal from Monitoring does not relieve the User of their own responsibility for the correct operation of Implementations.

6.8 Indemnification

6.8.1

The User indemnifies TrackLead B.V. against all claims from third parties, including End Customers and supervisory authorities, relating to:

the use of the Service by the User;
the manner of implementation or configuration of tracking;
(alleged) violations of laws and regulations;
acts or omissions of the User or End Customers.

7 -- Payment, Direct Debit and Default

7.1 Prices and payment obligation

7.1.1

The User owes the agreed fees for use of the Service, including in any case fees per subscription and per Implementation.

7.1.2

All amounts are exclusive of VAT and other government-imposed levies, unless expressly stated otherwise.

7.1.3

Payment obligations arise at the moment of purchasing a subscription, Implementation or additional service, regardless of actual use.

7.2 Invoicing and advance payment

7.2.1

Subscriptions are invoiced and/or collected in advance for the agreed subscription period (monthly, quarterly or annually).

7.2.2

Implementations are invoiced at the moment an Implementation is started or executed, unless agreed otherwise in writing.

7.2.3

TrackLead B.V. is entitled to bundle or combine invoicing per period.

7.3 Direct debit

7.3.1

Payment is made in principle via direct debit (SEPA) or via a payment service provider designated by TrackLead B.V., including Stripe.

7.3.2

By entering into the agreement, the User grants permission for the automatic collection of amounts owed.

7.3.3

The User warrants that the payment details provided are correct and that sufficient balance or credit is available.

7.4 Failed payments

7.4.1

If a direct debit fails, TrackLead B.V. is entitled to:

make a renewed collection attempt; and/or
suspend access to the Service in whole or in part; and/or
block new Implementations.

7.4.2

Suspension does not affect the User's payment obligation.

7.5 Default

7.5.1

If the User fails to pay on time, the User is in default by operation of law without any notice of default being required.

7.5.2

From the moment of default, the statutory commercial interest is owed pursuant to Section 6:119a of the Dutch Civil Code.

7.5.3

All extrajudicial and judicial collection costs are at the expense of the User in accordance with the statutory scale.

7.6 Suspension and blocking of services

7.6.1

TrackLead B.V. is entitled to suspend the delivery of the Service if the User is in default.

7.6.2

During suspension, the User cannot purchase new Implementations or use existing functionalities via the TrackLead platform.

7.6.3

Already implemented configurations within external systems remain in place, unless they depend on active services of TrackLead B.V.

7.7 No refunds

7.7.1

Amounts paid by the User will not be refunded, regardless of use or termination during a current period.

7.7.2

This also applies to unused Implementations and unused subscription periods.

7.8 Stripe and payment service providers

7.8.1

External payment service providers, including Stripe, may be used for processing payments.

7.8.2

TrackLead B.V. is not liable for disruptions, errors or delays caused by these payment service providers.

7.8.3

Additional terms and conditions of these service providers may apply to the processing of payments.

8 -- Liability

8.1 Limitation of liability

8.1.1

The total liability of TrackLead B.V. on any grounds whatsoever, including on the grounds of breach of contract, tort or otherwise, is limited to the lower of the following amounts:

the amount paid by the User to TrackLead B.V. for the relevant Implementation to which the damage relates in the three (3) months preceding the damage-causing event; or
an amount of EUR 5,000 per incident.

8.1.2

If the damage cannot be attributed to a specific Implementation, liability is limited to the total amount paid by the User to TrackLead B.V. in the three (3) months preceding the damage-causing event.

8.2 Exclusion of indirect damage

8.2.1

TrackLead B.V. is in no event liable for indirect damage, which includes in any case:

loss of revenue or profit;
missed savings;
loss of data, analytics or tracking information;
reputational damage;
business interruption;
loss of contracts or customers;
damage resulting from decisions based on data from the Service.

8.3 No liability for results

8.3.1

TrackLead B.V. is not liable for:

the accuracy, completeness or reliability of tracking data;
attribution or measurement results;
performance of advertising campaigns;
conversions or commercial results;
effects of implementations on third-party systems.

8.3.2

The User acknowledges that results depend on external factors, including but not limited to browser settings, ad blockers, consent mechanisms and limitations of Third Party Services.

8.4 Third Party Services

8.4.1

TrackLead B.V. is not liable for damage arising from the actions, omissions, disruptions, changes or discontinuation of Third Party Services, including Google, Meta, LinkedIn, Taggrs.io and cookie consent providers.

8.4.2

Any consequences of changes to Third Party Services are entirely at the expense and risk of the User.

8.5 Monitoring and signalling

8.5.1

Monitoring functionalities of the Service are exclusively signalling in nature and provide no guarantee of completeness, accuracy or timely detection of errors.

8.5.2

TrackLead B.V. is not liable for damage arising from the failure to detect, incorrect detection or late detection of deviations within an Implementation.

8.6 Limitations in case of User conduct

8.6.1

TrackLead B.V. is not liable for damage arising from:

incorrect use of the Service by the User or End Customers;
faulty configurations or implementations;
insufficient compliance with instructions or documentation;
unauthorised access to the User's accounts.

8.7 Exclusion of further liability

8.7.1

Any liability of TrackLead B.V. expires if the User has not made a written and substantiated claim for compensation within one (1) year of the damage arising.

8.8 Force majeure and concurrence

8.8.1

To the extent that force majeure applies within the meaning of Article 9 of these terms and conditions, any liability of TrackLead B.V. is excluded.

8.9 Cumulation limitation

8.9.1

If multiple incidents of damage arise from the same cause, these shall be deemed one incident for the purposes of this article.

9 -- Force Majeure

9.1 Definition of force majeure

9.1.1

Force majeure means any circumstance beyond the control of TrackLead B.V. that wholly or partially prevents or makes it reasonably impossible to fulfil the agreement, regardless of whether this circumstance was foreseeable at the time of entering into the agreement.

9.1.2

Force majeure includes in any case, but is not limited to:

disruptions, failures or changes to third-party systems (Third Party Services), including Google, Meta, LinkedIn, Taggrs.io and cookie consent providers;
disruptions to cloud, hosting or infrastructure services;
internet outages or failure of telecommunications networks;
DDoS attacks, cyber attacks or other security incidents;
changes in legislation or regulations or their interpretation by regulators or governments;
strikes, government measures, war, pandemics or other extraordinary circumstances;
disruptions or limitations in browsers, devices or operating systems of end users.

9.2 Consequences of force majeure

9.2.1

In the event of force majeure, TrackLead B.V. is not obliged to fulfil its obligations under the agreement.

9.2.2

If the force majeure situation results in the Service being temporarily unavailable or only partially available, this shall not give rise to any liability or obligation to pay damages on the part of TrackLead B.V.

9.2.3

The User's payment obligations remain fully in force, unless agreed otherwise in writing.

9.3 Duration of force majeure

9.3.1

If a force majeure situation persists for more than thirty (30) consecutive days, both parties have the right to dissolve the agreement in writing, without any obligation to pay damages arising in that case.

9.3.2

Amounts already owed by the User remain fully payable in that case.

9.4 No attribution of risk

9.4.1

The User acknowledges that the Service depends on external systems and infrastructure beyond the sphere of influence of TrackLead B.V.

9.4.2

Disruptions, changes or limitations in these external systems are at the risk of the User to the extent they result from circumstances beyond the direct sphere of influence of TrackLead B.V.

9.5 No service level guarantee

9.5.1

TrackLead B.V. gives no guarantee regarding the availability, continuity or error-free operation of the Service.

9.5.2

Any availability indicators, monitoring or signals do not constitute an SLA or guarantee of uninterrupted operation.

10 -- Availability and Functioning of the Service

10.1 No guarantee of availability

10.1.1

TrackLead B.V. endeavours to keep the Service available as much as possible but gives no guarantee whatsoever regarding availability, uptime, continuity or error-free operation.

10.1.2

The Service is provided on the basis of a best-efforts obligation and expressly not on the basis of a result obligation.

10.2 Nature of the Service

10.2.1

The User acknowledges that the Service is a configuration and automation platform used for setting up Implementations within third-party systems.

10.2.2

The actual operation of Implementations takes place within third-party systems and is not dependent on the continuous availability of the TrackLead platform.

10.3 Consequences of unavailability

10.3.1

Temporary or partial unavailability of the Service has no impact on Implementations already executed within external systems.

10.3.2

In the event of unavailability of the Service, the User may temporarily be unable to execute new Implementations or modify existing configurations via the TrackLead platform.

10.3.3

TrackLead B.V. is not liable for any damage arising from temporary unavailability or reduced availability of the Service.

10.4 Maintenance and changes

10.4.1

TrackLead B.V. is entitled to (temporarily) take the Service offline for maintenance, updates, security patches or other technical adjustments.

10.4.2

Where reasonably possible, TrackLead B.V. will carry out such work during periods of low demand and inform the User in advance if, in the opinion of TrackLead B.V., this is reasonably possible.

10.4.3

Carrying out maintenance does not entitle the User to any compensation, discount or other form of redress.

10.5 Dependency on external systems

10.5.1

The User acknowledges that the Service depends on Third Party Services, including but not limited to Google, Meta, LinkedIn, Taggrs.io and cookie consent providers.

10.5.2

TrackLead B.V. is not responsible for the availability, operation or changes to these external systems.

10.5.3

Disruptions or changes to Third Party Services may affect the operation of the Service without giving rise to any liability of TrackLead B.V.

10.6 No service level agreement

10.6.1

The Service is not delivered under a service level agreement (SLA), unless expressly agreed otherwise in writing.

10.6.2

Any internal monitoring, status notifications or performance indicators of the Service do not constitute a guarantee or commitment regarding availability or performance.

10.7 Priority of external implementations

10.7.1

The User acknowledges that Implementations primarily function within third-party systems and may continue to operate independently of the status of the Service.

10.7.2

TrackLead B.V. is not responsible for the (continued) functioning of Implementations within these external systems.

11 -- Support, Complaints and Escalation

11.1 General

11.1.1

TrackLead B.V. provides support in connection with the use of the Service to the extent reasonably necessary for the functioning of the Implementations and access to the TrackLead platform.

11.1.2

Support is focused on the technical operation of the Service and not on general marketing, strategic or campaign-related advice to the User or End Customers.

11.2 Support requests

11.2.1

The User may submit support requests via the contact channels designated by TrackLead B.V.

11.2.2

TrackLead B.V. will endeavour to assess and respond to support requests within a reasonable timeframe. No guaranteed response time or service level applies unless agreed otherwise in writing.

11.3 Complaints

11.3.1

If the User has a complaint about the Service, the execution of the Implementations or the operation of the software, the User must report this to TrackLead B.V. as soon as possible.

11.3.2

A complaint must be sufficiently specified to enable processing and must contain at minimum:

a clear description of the problem;
the relevant Implementation or functionality;
relevant context such as time and circumstances.

11.4 Handling of complaints

11.4.1

TrackLead B.V. will endeavour to assess and respond to complaints within a reasonable timeframe. The nature and complexity of the complaint may affect the handling period.

11.4.2

Complaints do not automatically give rise to any obligation to remedy, compensate or reimburse, unless agreed otherwise in writing.

11.5 Escalation

11.5.1

If the User is not satisfied with the handling of a complaint, the User may escalate the complaint in writing within TrackLead B.V. The escalation must contain at minimum:

a reference to the original complaint;
the reason for dissatisfaction with the handling;
the desired outcome.

11.5.2

TrackLead B.V. will re-assess the escalation internally.

11.6 No suspension of obligations

11.6.1

The submission of a support request, complaint or escalation does not suspend the payment obligations or other obligations of the User under the agreement.

11.7 Contact point

11.7.1

TrackLead B.V. designates a central contact point for support and complaints via the designated email address or client portal.

12 -- Intellectual Property and Right of Use

12.1 Intellectual property of TrackLead

12.1.1

All intellectual property rights, including but not limited to copyrights, database rights, trademark rights, trade name rights, know-how and all other intellectual property rights relating to the Service are held exclusively by TrackLead B.V. or its licensors.

12.1.2

The rights referred to in paragraph 1 include in any case, but are not limited to:

the software of the TrackLead platform;
the technical architecture and infrastructure of the Service;
the configuration logic and automation processes;
templates, workflows and standard implementations;
documentation, manuals and internal methodologies;
all improvements, updates and derivative works of the foregoing.

12.2 Right of use

12.2.1

The User obtains exclusively a non-exclusive, non-transferable, non-sublicensable and temporary right of use for the duration of the agreement to use the Service in accordance with these general terms and conditions.

12.2.2

The right of use is strictly limited to using the Service for the User's own business activities and the execution of Implementations for End Customers.

12.2.3

The User does not obtain any ownership rights to the Service or any part thereof.

12.3 Implementations and external systems

12.3.1

Implementations carried out within third-party systems, including but not limited to Google Tag Manager, advertising platforms and cookie consent tools, remain the property of the User or the relevant End Customer.

12.3.2

To the extent that TrackLead B.V. generates configurations or settings for such systems, this constitutes exclusively a technical output placed in the User's or a third party's system and does not constitute a transfer of intellectual property.

12.3.3

TrackLead B.V. does not obtain ownership rights to data, accounts or configurations within third-party systems.

12.4 Restrictions on use

12.4.1

Without prior written consent of TrackLead B.V., the User is not permitted to:

copy, reproduce or modify the Service or parts thereof;
reverse engineer, decompile or disassemble the Service, unless permitted by mandatory law;
commercially exploit the Service or parts thereof outside their own organisation;
develop similar or competing services based on the Service, templates or configuration logic.

12.5 No transfer

12.5.1

This agreement does not constitute a transfer of intellectual property rights to the User.

12.5.2

Any suggestions, feedback or improvements provided by the User to TrackLead B.V. may be used freely and without compensation by TrackLead B.V. for the further development of the Service.

12.6 Third-party components

12.6.1

The Service may make use of components, software or services from third parties.

12.6.2

Additional licence conditions may apply to such components. The User agrees to comply with these conditions to the extent they apply to the use of the Service.

12.7 No implied licence

12.7.1

No provision in this agreement shall be construed as granting an implied licence or rights not expressly granted.

13 -- Confidentiality

13.1 Confidentiality obligation

13.1.1

Both parties undertake to keep confidential all confidential information they receive or otherwise become aware of in connection with the agreement from the other party.

13.1.2

Confidential information includes in any case: access credentials, configurations, account information of End Customers, technical architecture of the Service, commercial arrangements and all other information that has been designated as confidential or may reasonably be regarded as such.

13.2 Exceptions

13.2.1

The confidentiality obligation does not apply to information that:

is or becomes generally known without the involvement of the receiving party;
was already lawfully in the possession of the receiving party prior to receipt;
has been lawfully obtained from a third party not bound by a confidentiality obligation;
must be disclosed pursuant to a statutory obligation or court order.

13.3 Reference use

13.3.1

TrackLead B.V. is entitled to mention the name and/or logo of the User as a reference in marketing communications, on the website and in sales materials, unless the User objects to this in writing.

13.3.2

Objections must be submitted in writing to TrackLead B.V. and will be processed within a reasonable timeframe.

13.4 Duration

13.4.1

The confidentiality obligation remains in force for two (2) years after termination of the agreement, unless a longer period follows from the nature of the information or a statutory obligation.

14 -- Price Changes and Indexation

14.1 Price changes

14.1.1

TrackLead B.V. is entitled to change the applicable rates for the Service, including subscriptions and Implementations.

14.1.2

A price change will be communicated by TrackLead B.V. to the User in writing or by email at least thirty (30) days before it takes effect.

14.1.3

Changed rates apply from the first subscription period commencing after the price change takes effect.

14.2 Right to terminate upon price change

14.2.1

If the User does not agree with a price change, the User has the right to terminate the agreement in writing with effect from the date on which the price change takes effect.

14.2.2

If the User does not terminate the agreement in time, the changed price shall be deemed to have been accepted.

14.3 Indexation

14.3.1

TrackLead B.V. is entitled to index rates annually based on the consumer price index (CPI) as published by Statistics Netherlands (CBS), or a replacement index.

14.3.2

Indexation may be applied without requiring separate consent from the User, provided it remains within the reasonable limits of the CPI.

14.4 Additional price adjustments

14.4.1

In addition to indexation, TrackLead B.V. is entitled to adjust rates if there are:

substantial changes in third-party costs, including payment providers, hosting or Third Party Services;
expansion or modification of the Service;
changes in applicable laws or regulations affecting the service delivery.

14.4.2

In such cases, a notice period of thirty (30) days also applies pursuant to Article 14.1.

14.5 No retroactive changes

14.5.1

Price changes have no retroactive effect and apply exclusively to future billing periods.

14.6 Bundling and pricing structures

14.6.1

TrackLead B.V. is entitled to change the pricing structure of the Service, including but not limited to:

changes in price per Implementation;
bundling of Implementations into subscription forms;
introduction of new pricing models or packages.

14.6.2

Such changes do not affect already completed Implementations.

14.7 Discounts and promotional rates

14.7.1

Any discounts, promotional rates or deviating pricing arrangements apply exclusively to the agreed initial subscription period to which they explicitly apply.

14.7.2

TrackLead B.V. is entitled to apply new rates and/or changed discount structures upon renewal of the agreement.

14.7.3

No rights may be derived from a previously granted discount for future subscription periods or renewals, unless expressly agreed otherwise in writing.

15 -- Duration, Termination and Renewal

15.1 Duration of the agreement

15.1.1

The agreement is entered into for the duration of the subscription chosen by the User, being a monthly, quarterly or annual subscription.

15.1.2

The agreed subscription period commences at the moment of activation of the Service or, if earlier, at the moment of the first purchase of an Implementation.

15.2 Automatic renewal

15.2.1

Monthly subscriptions are automatically renewed for a period of one (1) month each time.

15.2.2

Quarterly and annual subscriptions are automatically renewed for the same period as originally agreed, unless terminated in time in accordance with this article.

15.2.3

Upon renewal, the rates and conditions of TrackLead B.V. applicable at that time apply, as referred to in Article 14.

15.3 Termination by the User

15.3.1

The User may terminate the agreement in writing or via a method designated by TrackLead B.V., observing a notice period of one (1) month before the end of the current subscription period.

15.3.2

Termination is only valid if received by TrackLead B.V. in time.

15.3.3

Termination does not affect amounts already invoiced or owed.

15.4 Termination by TrackLead B.V.

15.4.1

TrackLead B.V. is entitled to terminate the agreement observing a notice period of one (1) month, unless there is:

non-payment;
misuse of the Service;
breach of these terms and conditions;
statutory obligations necessitating termination.

15.4.2

In the cases referred to in paragraph 1 sub a through c, TrackLead B.V. is entitled to terminate or suspend the agreement with immediate effect.

15.5 Consequences of termination

15.5.1

After termination of the agreement, the right to access the TrackLead platform ends.

15.5.2

Implementations already executed within external systems remain operational in principle, unless they depend on active services of TrackLead B.V.

15.5.3

TrackLead B.V. is not obliged to continue providing support, maintenance or access to data after termination.

15.6 Unused Implementations

15.6.1

Any unused Implementations within a current subscription period expire at the end of that period, subject to any rollover provisions as set out in Article 4.

15.7 No refund upon termination

15.7.1

Termination of the agreement, on whatever grounds, does not entitle the User to (partial) reimbursement of amounts already paid.

15.8 Survival of provisions

15.8.1

Provisions that by their nature are intended to survive termination of the agreement, including in any case provisions relating to intellectual property, confidentiality, liability, payment and non-disclosure, remain in force after termination.

16 -- Governing Law and Jurisdiction

16.1 Governing law

16.1.1

All agreements between TrackLead B.V. and the User are governed exclusively by Dutch law.

16.1.2

The applicability of the United Nations Convention on Contracts for the International Sale of Goods (CISG) is expressly excluded.

16.2 Competent court

16.2.1

All disputes arising from or related to the agreement, including these general terms and conditions and the data processing agreement, shall be submitted exclusively to the competent court of the District Court of Zeeland-West-Brabant, Breda location, unless mandatory legal provisions dictate otherwise.

16.3 International users

16.3.1

If the Service is purchased or used by the User outside the Netherlands, Dutch law remains applicable, unless mandatory law of the relevant country dictates otherwise.

16.3.2

In that case, the parties shall in good faith endeavour to resolve disputes as much as possible within the Dutch legal system.

16.4 Language of the agreement

16.4.1

The original and legally binding version of these general terms and conditions is drawn up in the Dutch language.

16.4.2

If translations are provided, the Dutch version shall prevail in the event of discrepancies in interpretation.

17 -- Final Provisions

17.1 Entire agreement

17.1.1

These general terms and conditions, including the data processing agreement and any additional written arrangements, constitute the entire agreement between TrackLead B.V. and the User and supersede all prior oral and written arrangements relating to the same subject matter.

17.2 Amendment of terms and conditions

17.2.1

TrackLead B.V. is entitled to unilaterally amend these general terms and conditions.

17.2.2

Amendments will be communicated to the User in writing or by email at least thirty (30) days before they take effect.

17.2.3

If the User does not agree with the amended terms and conditions, the User has the right to terminate the agreement before the effective date.

17.2.4

If the User continues to use the Service after the amended terms and conditions take effect, this shall be deemed full acceptance of the amendments.

17.3 Transfer of rights and obligations

17.3.1

The User is not entitled to transfer rights or obligations under this agreement in whole or in part to third parties without prior written consent of TrackLead B.V.

17.3.2

TrackLead B.V. is entitled to transfer its rights and obligations under this agreement to an affiliated company, successor or third party in the context of an acquisition, merger or business reorganisation.

17.4 Severability

17.4.1

If any provision of these terms and conditions proves to be wholly or partially void, voidable or otherwise unenforceable, the remaining provisions shall remain fully in force.

17.4.2

In that case, the parties shall consult to replace the relevant provision with a provision that aligns as closely as possible with the purport of the original provision.

17.5 No waiver of rights

17.5.1

The failure or delay by TrackLead B.V. to exercise any right or remedy does not constitute a waiver of that right.

17.5.2

A waiver of rights is only valid if expressly and in writing confirmed by TrackLead B.V.

17.6 Interpretation

17.6.1

The headings in these general terms and conditions serve exclusively for readability and have no bearing on the interpretation of the substantive provisions.

17.7 Order of precedence of documents

17.7.1

In the event of conflict between documents, the following order of precedence applies:

any written bespoke arrangements;
the data processing agreement;
these general terms and conditions.

17.8 No third-party rights

17.8.1

Unless expressly stated otherwise, third parties may not derive any rights from this agreement.

17.9 Contact and notices

17.9.1

All formal notices in the context of this agreement must be made in writing via the contact address or email address provided by TrackLead B.V.

TrackLead B.V. -- General Terms and Conditions version 1.0