Terms and Conditions – ClosersMatch

Terms and Conditions – ClosersMatchVersion: 28-06-2025
ClosersMatch is part of Optimaal Groeien, located at Boeierstraat 9, 8102 HS Raalte, registered with the Dutch Chamber of Commerce under number 84358734.

Article 1 – DefinitionsIn these terms the following definitions apply:
1.1 CM: ClosersMatch, part of Optimaal Groeien, acting solely as an independent platform and intermediary. CM facilitates matches between Clients and Closers, and may provide related services such as screening, training, lead generation, administration and mediation. CM is not an employer, not a guarantor and not a contracting party in the execution of services between Client and Closer.
1.2 Client: any natural or legal person who makes use of closers and/or additional services such as lead generation through CM.
1.3 Closer: a self-employed professional engaged through CM to perform commercial activities, including lead follow-up, sales calls and closing.
1.4 Leads: potential customers provided by or through CM, or supplied by the Client.
1.5 Agreement: the cooperation between CM and the Client, confirmed via intake form and/or signed proposal.
1.6 No cure, no pay: the result-based model whereby the Client only pays a fee to CM when a new paying customer is successfully closed.

Article 2 – Applicability
2.1 These terms apply to all offers, agreements and services of CM.
2.2 Deviations are only valid if agreed upon in writing.
2.3 Any general terms of the Client are expressly rejected.

Article 3 – Services and purpose
3.1 CM acts as an intermediary between Clients and Closers and facilitates the cooperation from start to finish.
3.2 Services may include:Matching with Closers,Training, guidance and supervision of Closers,Lead generation and funnel building,Administration, invoicing and legal protection,Additional sales and marketing support.
3.3 CM only acts as an intermediary and is not a contracting party in the agreement between Client and Closer, unless explicitly agreed otherwise.

Article 4 – Fees and payment
4.1 CM applies a no cure, no pay model: the Client pays only in case of a successful closing.
4.2 A successful closing is defined as: a customer who, through the efforts of the Closer, enters into a binding agreement with the Client and whose first payment has been received.
4.3 The fee amounts to a pre-agreed percentage of the order value (average 10–30%). This percentage is all-inclusive and covers all costs of CM and the Closer.
4.4 CM retains a platform and service fee of 3–8% of the order value.
4.5 Invoicing takes place in advance per month (for additional services) or per closed deal. Payment must be made within 14 days of the invoice date.
4.6 If payment is not received within this period, the Client is in default without prior notice of default, and CM is entitled to charge collection costs.
4.7 CM shall in no case be responsible for the payment behavior of end-customers of the Client. CM does not act as guarantor, debtor or collection agency. If an end-customer of the Client fails to pay, the risk and responsibility lie fully with the Client. CM only facilitates the platform and the administration of fees between Client and Closer.
4.8 The Client’s payment obligation to CM is unconditional and entirely independent of payment by its own customer. A deal is deemed realized once the Client’s end customer has entered into the agreement and the first invoice has been issued by the Client. Suspension or set-off by the Client is excluded. If the Client fails to pay within the agreed term, an additional surcharge of 20% of the invoice amount shall apply. This surcharge is separate from the closer’s fee and serves solely to safeguard CM’s cash flow. The closer will always receive their compensation on time as agreed. In the event of non-payment by the Client’s end customer, the Client must initiate appropriate measures (such as debt collection); this does not release the Client from its obligations towards CM.

Article 5 – Lead generation
5.1 If the Client does not provide at least 10 qualified leads per week, purchasing the lead generation service of Optimaal Groeien is mandatory.
5.2 Lead generation includes the setup and execution of sales funnels, including but not limited to campaigns via LinkedIn, Meta Ads, Google Ads, and email.
5.3 The investment for lead generation amounts to €2,450 per month, excluding ad budget.
5.4 In the intake form, it must be explicitly stated whether the Client chooses to provide leads themselves or to purchase leads through Optimaal Groeien.
5.5 Lead generation and the related fees shall always be handled exclusively via Optimaal Groeien or the Client directly. Closers are under no circumstances authorized to independently generate, purchase, or claim any commercial rights regarding leads. Any violation of this prohibition shall be considered a material breach of the cooperation.

Article 6 – Non-circumvention and ownership of client relations
6.1 All leads, clients, contacts and assignments provided, processed or established through CM or OG (OG= Optimaal Groeien) shall remain the sole property of CM/OG.
6.2 The Client is strictly prohibited from directly engaging, contracting, instructing or making payments to closers, appointment setters or any other representatives of CM/OG outside of CM/OG, unless prior written consent has been granted by CM/OG.
6.3 This prohibition explicitly includes any additional commercial activities such as lead generation, cold acquisition, marketing services or sales campaigns, which may only be performed through CM/OG.
6.4 This restriction shall apply both during the cooperation and for a period of 12 months following termination of the cooperation, regardless of the reason for termination.
6.5 In the event of a breach, the Client shall owe CM/OG an immediately payable penalty of €7,500 per violation, plus 20% of the revenue generated outside CM/OG, without prejudice to CM/OG’s right to claim additional damages.

Article 7 – Quality and conduct
7.1 ClosersMatch selects, trains and supervises Closers based on a fixed methodology.
7.2 The Client cannot claim any employment-related rights regarding Closers (e.g. employment or liability as employer).
7.3 In case of complaints or insufficient quality, CM will provide a replacement at no extra cost.

Article 8 – Confidentiality and intellectual property
8.1 All information about clients, leads, strategies, scripts and methodologies of CM is strictly confidential.
8.2 The Client may not disclose this information to third parties or use it outside the cooperation with CM.
8.3 All intellectual property rights on materials, funnels, scripts and trainings developed by CM remain the property of CM.

Article 9 – Liability
9.1 CM acts solely as a platform and intermediary. CM facilitates the match between client and closer, but is not a bank, guarantor, or executing party.
9.2 CM shall not be liable for any damages, whether direct or indirect, arising from or related to the collaboration between client and closer. This includes, but is not limited to: consequential damages, lost profits, missed opportunities, reputational damage, negative reviews, non-payment, or dissatisfied customers.
9.3 All obligations, performance, and results are entirely at the risk and responsibility of the client and the closer. Any disputes must be resolved directly between those parties. CM may mediate upon request, but without any obligation or liability for the outcome.
9.4 CM’s liability may only arise in cases of intentional misconduct or gross negligence by CM itself. In such cases, liability is limited strictly to the direct damages that are the immediate and direct result of such misconduct.
9.5 The client and closer shall fully indemnify CM against any and all third-party claims arising from or related to the collaboration.

Article 10 – Termination
10.1 The Agreement is entered into for an indefinite period, unless agreed otherwise.
10.2 Both parties may terminate the Agreement in writing with 30 days’ notice.
10.3 CM may terminate the cooperation immediately in the event of:Breach of these terms or non-circumvention,Breach of trust or reputational damage,Non-payment by the Client,Misuse of client relationships.

Article 11 – Buy-out / Conversion of a closer
11.1 If the client decides to employ, engage on a freelance basis, or otherwise collaborate with a closer introduced via CM/OG outside CM/OG, the client shall be obliged to pay CM/OG a one-time conversion fee of ten thousand euros (€10,000).
11.2 This obligation applies regardless of the time elapsed since the introduction.
11.3 Deviations from this provision are only valid if expressly agreed in writing with CM/OG and after full payment of the agreed fee.
11.4 If the client and/or closer establishes an employment or collaboration outside CM/OG without prior approval, an immediately payable penalty of seven thousand five hundred euros (€7,500) per breach shall be due, increased by twenty percent (20%) of the turnover generated outside CM/OG, without prejudice to the right of CM/OG to claim additional damages.

Article 12 – House rules for clients and closers
12.1 General
Both client and closer are obliged to comply with the house rules: https://www.closersmatch.com/house-rules of CM. Transparency, speed and full registration in the CM portal are essential for proper cooperation. Concealing, withholding or processing leads, agreements or deals outside CM shall be deemed a material breach of the agreement.
12.2 Obligations of the client
The client is obliged to register all leads fully and correctly in the CM portal and to provide full transparency regarding the status of leads, appointments and closed deals. Invoices issued by CM must be paid within fourteen (14) days of the invoice date. In the event of late payment, the invoice amount shall automatically be increased by twenty percent (20%) of the deal value, without prejudice to CM’s right to claim additional damages. The client may not make any arrangements with closers outside CM. If the client is approached for such arrangements, he must immediately notify CM in writing.
12.3 Obligations of the closer
The closer is obliged to log all calls, appointments and deals fully and correctly in the CM portal. Each sales call must be recorded or a written report must be uploaded in the portal. The closer may not make or conceal any arrangements or payments outside CM. If the client approaches the closer for such arrangements, the closer must immediately notify CM in writing.
12.4 Sanctions in case of breach
In the event of a breach of these house rules, the party in breach shall owe CM an immediately payable penalty of seven thousand five hundred euros (€7,500) per breach, plus twenty percent (20%) of the turnover generated outside CM or the value of the concealed deal, without prejudice to CM’s right to claim additional damages. In addition, the closer forfeits any claims to outstanding payments. CM may immediately terminate the cooperation and suspend or block accounts.

Article 13 – Pilot and Quality of Supplied Leads
13.1 If the Client supplies its own leads, the collaboration shall commence with a pilot of ten (10) leads. This pilot is solely intended to assess the quality, intent, and conversion potential of the supplied leads.
13.2 The Client is required to provide at least ten (10) new leads per week during the pilot phase.
13.3 Based on the pilot results, ClosersMatch will evaluate whether the supplied leads are suitable for further follow-up.
13.4 If the supplied leads prove to be of insufficient quality or quantity (for example, low reachability, lack of buying intent, or too little volume), both parties agree in advance that ClosersMatch and/or Optimaal Groeien will automatically switch to a sales funnel set up and managed by Optimaal Groeien.
13.5 The Client acknowledges and accepts that this transition is part of the cooperation and does not constitute any modification or termination of the existing agreement.
13.6 In case the pilot yields good results (a closed deal or clear potential), the collaboration may continue with the Client’s own leads. In such cases, the agreed fee structure applies: “no deal, no cost – but a deal means profit.”

Article 14 – Performance Expectation for Closers
14.1 Each closer participating in a pilot or ongoing assignment is expected to close at least one (1) deal per month, based on a minimum of ten (10) qualified leads per month.
14.2 This benchmark serves as a reasonable performance indicator to evaluate the effectiveness of both the closer and the lead source.
14.3 If this target is not met without justified reason, ClosersMatch reserves the right to:
a) reassign the account to another closer;
b) adjust or terminate the collaboration with the closer; or
c) activate additional lead support or a sales funnel to improve conversion.
14.4 The closer acknowledges that consistent follow-up, reporting and adherence to the ClosersMatch systems and guidelines are essential to meet this performance standard.

Article 15 – Governing law and disputes
15.1 Dutch law applies exclusively to these terms and conditions.
15.2 Disputes which cannot be resolved amicably shall be submitted to the competent court in Overijssel, the Netherlands, unless mandatory law dictates otherwise.

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