Article 1. Definitions
The assignment agreement (‘overeenkomst van opdracht’) between the Parties, including any Appendices, which gives the Customer the right to use the Supplier’s Product.
The Supplier making individual data (including data from third parties) directly or indirectly online accessible to the Customer from one of its servers or those of a third party, in conjunction with or with the help of the Supplier’s software products, which data the Customer can retrieve and consult in real time, as well as the Supplier enriching and validating data provided by the Customer. The term API or APIs, also referred to as Web Services or Data Integrations, includes, but is not limited to:
- the software used for the API;
- the documentation, database structure, user interface, screen layout, templates and accessories made available or accessible for the API; and
- the data supplied/made available.
An amount paid in advance by the Customer to the Supplier, for the value of which the Customer can make calls on the Supplier’s API platform.
The party that acquires the Product from the Supplier.
All data (elements) supplied by the Supplier and associated information that is made available to the Customer.
A document generated by a third party, other than the Supplier or Customer, often, but not necessarily in digital format, that is acquired via the Supplier’s services, regardless of its nature and size.
The date on which the Agreement comes into effect and the Customer will be able to purchase the Product from the Supplier for the first time.
Any event beyond Supplier’s control that makes it unable to meet its obligations, including in any case, but not limited to, power failures, internet or intranet disruptions, server disruptions, computer hostage taking (ransomware attack), epidemics, strikes, natural disasters, war, terrorist attacks, fire, water damage, problems of any kind in the supply of information, data or work by third parties to the Supplier or threats of the aforementioned situations. Force majeure as referred to above in the case of a third party engaged by the Supplier shall constitute Force Majeure on the part of the Supplier.
General Terms and Conditions
These general terms and conditions of the Supplier.
All intellectual and industrial property rights, including but not limited to copyrights, database rights, trademark and design rights, trade name rights and rights to domain names.
By post or email.
As defined in the General Data Protection Regulation (GDPR): any information relating to an identified or identifiable natural person.
The Product to be delivered by the Supplier to the Customer and described in the Agreement, including the information contained in the Product. In the Agreement a service might also be considered a Product.
A third party, other than the Supplier or Customer, which supplies data to the Customer, whether via the Supplier, or whose data is processed in the Supplier’s services.
The period during which the Agreement is in force and the Customer is entitled to use the Supplier’s Product.
The Customer or a natural person who, as an employee of the Customer, has access to the Product, including as the administrator of one of the Customer’s API querying systems, and the Data provided therein.
Monday to Friday, excluding statutory Dutch holidays.
Article 2. General Agreement
- These General Terms and Conditions apply to every quotation from the Supplier and to every Agreement between the Parties.
- The Supplier reserves the right to change or supplement these General Terms and Conditions at any time and will inform the Customer of this in a timely manner, in writing, by email or by an announcement on its website. The amended General Terms and Conditions will then apply when the Agreement is extended or renewed.
- The signatory of the Agreement guarantees that he is entitled as Customer to enter into the Agreement.
- The Customer guarantees that it will act in accordance with these General Terms and Conditions and acknowledges and accepts that it is responsible and liable for all acts and omissions of its Users with regard to the use of the Product.
- If the Supplier has strong indications that the Agreement has been concluded based on an incorrect or incomplete representation of matters on material points by the Customer or incorrect or incomplete information it has provided to the Supplier, the Supplier is entitled to immediately terminate the Agreement without being liable for damages.
- Every Agreement between Supplier and Customer qualifies as the assignment agreement (‘overeenkomst van opdracht’), according to art. 7:400 BW (Dutch Civil Code), unless Parties have agreed explicit differently.
- Changes to these General Terms and Conditions or the Agreement or additions thereto are only valid if agreed in writing.
- Nullity or annulment, for whatever reason, in part or in whole, of any provision of these General Terms and Conditions or the Agreement does not affect the validity of the other provisions of these General Terms and Conditions and/or Agreement. The relevant (parts of that) provision will be converted in consultation between the Parties into the legally permissible provision that most closely resembles it in terms of content and scope.
- If the Supplier has expressly or tacitly permitted deviations from the General Terms and Conditions or the Agreement on any part for a shorter or longer period, this will not affect the Supplier’s right to demand strict compliance with the General Terms and Conditions or the Agreement for the future. If the Supplier has not or not fully exercised one or more of his rights under the General Terms and Conditions or the Agreement during a period, the Customer cannot derive any rights from this for the future.
- If applicable, the Customer may also include companies in which the Customer has a majority interest, as recorded in the Trade Register of the Dutch Chamber of Commerce, provided that these are specifically mentioned in the Agreement.
- The Customer is not entitled to transfer the rights and obligations under the Agreement to a third party without the prior express written permission of the Supplier.
- These General Terms and Conditions and the Agreement are exclusively governed by Dutch law. The applicability of the Vienna Sales Convention 1980 (CISG) (‘Weens Koopverdrag 1980’) is excluded.
- All disputes arising from the Agreement will be submitted exclusively to the competent court in Amsterdam, the Netherlands.
- These General Terms and Conditions are also available in Dutch and German. In the event of conflict or ambiguity, the provisions in the General Terms and Conditions and/or the Agreement in the Dutch language always prevail.
Article 3. Product General
- To the extent applicable, the Customer acknowledges that the infrastructure between the Supplier and the Customer that is necessary for the Customer to obtain the Product from the Supplier has been tested to the Customer’s satisfaction and accepted by him.
- The Supplier reserves the right to unilaterally change the look & feel and the method of access to the Product and the composition of the Product on minor points. If the Supplier’s foresees that these changes significantly affect the Customer’s work process, the Supplier will inform the Customer of the change in a timely manner.
- If the Supplier must make a material adjustment to the Product that it supplies to the Customer due to changes in the nature and/or volume and/or method of supplying data by one of its suppliers, it will endeavor to ensure that this adjusted product has at least the same material qualities as the previously delivered Product. Offering such a materially equivalent product does not give the Customer the right to dissolve (‘ontbinden’), prematurely terminate (‘opzeggen’) or suspend the Agreement, nor does it give the Customer the right to any compensation.
- When offering information to the Customer, the Supplier adheres to all Dutch and European laws and regulations. The Supplier reuses public information that various government agencies have collected and makes available to third parties, whereby the Supplier (re)uses that information for a purpose other than that for which it was originally collected.
- If the Customer purchases specific public information or documents through the Supplier from government registers, publicly accessible, the Supplier will file a copy thereof, which in principle is also accessible to other customers of the Supplier.
- The Supplier reserves the right to have a delivery of a Product or an order for it, or parts thereof, carried out by third parties.
- The Customer is aware of and agrees to the fact that the Supplier works with different types of Data that come from multiple Sub-data suppliers. Almost all available Data is physically present on the Supplier’s servers. However, there are exceptions where the Data is retrieved externally from the servers of a third party Sub-data supplier.
Article 4. Quotations
- All quotations from the Supplier are non-binding offers. The conditions stated in quotations are valid for thirty (30) days after the date thereof.
- All prices stated in Supplier’s quotations and Agreements are in euros, excluding VAT and other government levies.
- An offer and/or quotation from the Supplier applies as a whole, even if price quotations are given per part. As a result, separate quotations per part cannot be invoked.
Article 5. Service
- The Supplier makes every effort to offer the Customer the Product with an uptime of its services of 98% on an annual basis. ‘Uptime’ means the availability of the Product, whereby the periods of planned maintenance are not included in the calculation.
- Maintenance of the Product and the Supplier’s systems can be carried out by the Supplier at any time, provided that this maintenance does not require an interruption of the service. Planned maintenance during which the service may be (temporarily) interrupted will in principle take place between Friday 6:00 PM and Saturday 9:00 AM CEST and between Saturday 6:00 PM and Sunday 9:00 AM CEST; and will be announced in advance by the Supplier.
- If the ‘uptime’ referred to in paragraph 1 of this article is not achieved by the Supplier, the Customer is not entitled to compensation, but the Agreement will be extended for the duration of the ‘downtime’ free of extra charge to the Customer, unless there is Force Majeure on the part of the Supplier.
- The Supplier will make every effort to correct errors or inaccuracies in the Product reported by the Customer as quickly as possible, but no later than within twenty (20) Working days after the Customer receives the notification.
- The Supplier makes every effort to maintain links with external sources and public registers as part of the Product and, if they do not function, to restore them as quickly as possible, but no later than within five (5) Working days.
- Free of charge, the Supplier will provide Customer with support for questions or error messages with a helpdesk, available on Working days by telephone or e-mail, from 9:00 AM to 5:30 PM CEST.
- In the event of malfunctions during the execution of the Agreement, the Customer is obliged to cooperate fully in detecting and remedying the malfunction. As long as the malfunction has not been resolved, the Supplier is entitled to offer a temporary solution chosen by the Supplier.
- The Supplier will assign a priority (Prio 1 to 3) to the error message from the Customer referred to in paragraph 6 of this article and will strive to correct that error within the following periods, with or without a temporary solution:
- Prio 1 notification (the Customer’s business operations are seriously disrupted, no User can use the Product and there are no fallback options): reported on Working days, within four (4) hours;
- Prio 2 notification (the Customer’s business operations are disrupted, several Users cannot use the Product, but do have a fallback option; or part of the business operations is not working, but the entire business operations are not disrupted and are not threatened): on working days reported, within two (2) Working days; and
- Prio 3 report (there is a disruption, but business operations are not disrupted and are not threatened): reported on working days, within seven (7) Working days.
- Error messages relating to disruptions that are beyond the responsibility of the Supplier are also beyond the support of the helpdesk.
- The recovery times referred to in paragraph 8 of this article only apply to error messages under the conditions that:
- Users have been sufficiently and correctly instructed by the Customer in the use of the Product;
- one User is designated and entitled to consult the helpdesk on behalf of the Customer;
- all reasonable instructions from the Supplier with regard to the solution offered by the Supplier are observed; and
- the error message has been reported completely and correctly by the User by e-mail.
- If the Supplier has to escalate an error message to a third party, for example a Sub-data supplier, the aforementioned recovery times do not apply. In that case, the Supplier will keep the Customer regularly and upon request informed of the progress and ensure that this third party corrects the error as quickly as possible.
Article 6. Obligations of Users
- Users will only use the Product in the normal exercise of their profession, business, or similar activities, including government tasks, and will under no circumstances sell, license, reproduce or distribute the information contained in the Product outside their organization or use or allow to be used in any other way.
- Users will only use the Product in the context of promoting and supporting the economic activities of the Customer, including, but not limited to, gaining market insight, know your customer activities and other applications to ensure legal certainty in trade. Users will not use the Product for any other or personal purpose.
- Users are expressly not permitted to:
- decompile, reverse engineer or disassemble any software, API or other Product or process accessible through or through the Supplier’s website;
- use any robot, spider, crawler or any other automatic download program, algorithm or tool, or any similar or equivalent manual process, to continuously and automatically search, scrape, extract, index or collect personal information from or through the Website or other facility of the Supplier, unless the service provided by the Supplier to the Customer includes an API application;
- to retrieve or consult data from the Supplier in a manner that can be regarded as repeated and systematic retrieval with the aim of reconstructing the entire database or a substantial part of the database as referred to in the Database Act for the purpose of exploitation by the Customer; or
- to provide, make available or transfer login details to third parties (including other employees of the Customer), or to use or have the Product used for the benefit of third parties.
- The Customer accepts that the Supplier automatically monitors the login and data use and compliance with the above conditions by Users 24/7 and, in the event of a reasonable indication of a violation of the provisions of paragraphs 1 to 3 of this article, takes immediate action by immediately suspending Users’ access to the Product. In the event of such a reasonable indication of a violation of the provisions of paragraphs 1 to 3 of this article, the Supplier will then consult with the Customer as soon as possible to jointly investigate and determine whether such violation has indeed taken place and is attributable to the Customer.
- The Customer is obliged to fully cooperate with the joint investigation referred to in paragraph 4 of this article and to provide full access to all its equipment, facilities, and systems insofar as they (may) relate to the incident in question. If such a joint investigation takes place at a physical location of the Customer, this will only take place during regular working hours, in consultation with and in the presence of authorized and expert employees of the Customer and after a reasonable notice period.
- The Customer guarantees the Supplier that it has taken appropriate technical and organizational measures to protect the Product against loss or misuse, and that it keeps these measures up to date. These measures guarantee a level of security appropriate to the nature of the Product, taking into account the state of the art and the costs of implementation.
- The Customer guarantees the Supplier that when using the Product, it will at all times comply with all relevant, applicable Dutch and international laws and regulations and will not (allow others to) act contrary to good morals, at the discretion of the Supplier. Such impermissible action should in any case be understood to mean the use of the Product for:
- distributing unsolicited email messages to third parties;
- sending commercial mail to organizations or companies with a so-called ‘Non Mailing Indicator’ (from the Chamber of Commerce);
- marketing activities aimed at natural persons, organizations or companies with a so-called ‘Non Marketing Indicator’ (from Supplier); or
- contacting natural persons by telephone who have not given prior permission for this.
- The Customer guarantees that it will not use information that the Supplier has shielded in its Product or which the Supplier has otherwise indicated may not be used.
- The Customer indemnifies the Supplier against all claims from third parties with regard to the provisions of paragraphs 7 and 8 of this article and reimburses all damage suffered and to be suffered by the Supplier as a result of such claims from third parties, including the actual costs incurred for legal assistance and any sanctions from an enforcement authority.
- The Customer is expressly not permitted to remove or modify any indications of rights holders and/or Supplier that indicate a restriction on the use of the Product. The Customer is also not permitted to change or remove a source reference that the Supplier includes in the Product. The same applies to statements that certain information is of a confidential nature or should be shielded.
- In the event of non-compliance with any provision as included in this article, the Customer has to pay the Supplier an immediately payable penalty of EUR 10,000.00 (ten thousand EURO) for each violation of this provision, both during and after the Term of this Agreement, without prejudice to the right of Supplier to demand compliance therewith and/or full compensation and/or to terminate the Agreement with immediate effect, without notice of default and without being obliged to pay any compensation.
- If a User does not comply with any obligation under this article at any time, or does not do so on time or in full, the Supplier has the right to immediately and without any notice deny all Users access to the Product, temporarily or otherwise, and further to suspend fulfillment of its obligations under the Agreement for an indefinite period, without being obliged to pay any compensation or damages.
Article 7. Risk & Compliance and/or Real Estate data
- If the Customer also uses the Risk & Compliance and/or Real Estate module in the Product as described in the Agreement, the Customer guarantees that it (and the Users) do not use the information contained therein to discriminate against population groups or individual persons, to exclude, discriminate or profile (as defined in the General Data Protection Regulation) and will not use this information for direct marketing purposes (including in any case direct email and telemarketing). The Customer indemnifies the Supplier against all claims from third parties in this regard and will compensate all damage suffered by the Supplier as a result of such claims from third parties, including the actual costs incurred for legal assistance and any fines imposed by enforcement authorities.
- In the event of non-compliance with any provision as included in this article, the Supplier is entitled to impose all sanctions referred to in Article 6 of this Agreement, both during and after the Term of this Agreement, without prejudice to the Supplier’s right to demand compliance therewith and /or to claim full compensation and/or to terminate the Agreement with immediate effect, without notice of default and without being obliged to pay any compensation.
Article 8. Special documents
- If the Customer is authorized by the Dutch Chamber of Commerce to receive non-public documents (for example based on Article 51 of the Dutch Trade Register Decree, ‘Handelsregisterbesluit’) and purchases these via the Supplier, this Customer is personally (and exclusively) responsible for requesting, managing, using and any termination of the necessary authorizations and compliance with the associated conditions, including the required security measures.
- Under no circumstances is the Customer permitted to share those authorizations with third parties.
- Documents that the Customer purchases with such authorizations will only be available to the Customer and will not be shared with other customers of the Supplier.
Article 9. Compensation
- The Customer is obliged to pay the Supplier a fee for access and use of the Product as stated in the Agreement. Unless otherwise agreed in that Agreement, this concerns an annual fee, and the Customer must pay this fee in advance. The Supplier will send an invoice to the Customer for this purpose.
- In the event of premature termination of the Agreement, the Customer remains liable for the full previously agreed fee for the Product.
- The Customer also pays a fee for each request for each Document that the Customer requests via the Supplier’s Products from a public register or another external source. The amount of this fee depends on the type of Document purchased and the pricing of that external source.
- The Customer must pay the compensation for the Documents that the Customer purchases as referred to in paragraph 3 of this article to the Supplier monthly in arrears, after the Supplier has sent an invoice to the Customer for this purpose.
- If the Customer requires the Supplier to state a PO-number on its invoice, the use of the Product will only be facilitated from the moment the Supplier has received that PO-number.
- The Customer must pay invoices from the Supplier in full within fifteen days of receipt of the invoice, without deduction, discount, or debt settlement.
- If payment in installments has been agreed, the Supplier is entitled to suspend its service for the Customer per term in the event of default by the Customer. In that case, the Supplier is not liable for any resulting damage.
- The Customer is not permitted to suspend a payment to the Supplier or to offset it against a claim of the Customer against the Supplier.
- If the Customer does not pay an amount due under the Agreement, does not pay it on time or does not pay it in full, it will be immediately in default without further notice of default being required. The Customer will then owe the Supplier statutory commercial interest on the outstanding amount, plus any collection costs actually incurred by the Supplier and costs for legal assistance in and out of court.
- Payments received will first be deducted from costs and interest and finally from the principal sum.
- From four weeks after the Customer is in default, the Supplier has the right to deny the Customer access to the Product and to terminate the Agreement with immediate effect, without the Supplier being obliged to pay damages.
- If the Agreement has a longer Term than one (1) year, the fees, with the exception of the fees for the Documents as referred to in paragraph 3 of this article, will be indexed annually by the Supplier on the basis of the official Dutch Consumer Price Index (CPI) of the Dutch Central Bureau of Statistics CBS, if positive, to be increased by two percentage points (2 percentage points).
- If a source from which the Customer obtains its Documents as referred to in paragraph 3 of this article, through the Supplier, increases its price, the Customer immediately owes the higher price to the Supplier.
- If the Customer uses an API or other technical facility from a third party for a fee that it pays through the Supplier, the adjusted fee will immediately be due in the event of a price increase by that third party from the date that the third party implements that price change.
- In addition to the price increases referred to in paragraphs 12, 13 and 14 of this article, the Supplier is entitled to adjust the compensation stated in the Agreement once per contract year during the Term of the Agreement. In the event of a price change other than that referred to in paragraphs 12, 13 and 14 of this article, the Supplier will inform the Customer at least two (2) months before the effective date of that change. In the event of such a change, the Customer has the right to cancel the Agreement up to one (1) month after announcement thereof on the effective date of the change.
- If additional costs have been incurred due to or at the request of the Customer or additional product(s) and/or service(s) have been delivered, the Supplier is entitled to charge the costs in accordance with the current, regular rates.
Article 10. Credit and API
- If the Customer wishes to order additional Credits during the Term of the Agreement, it must do so in writing.
- During the Term, the Supplier will administer the use of the Credits by the Customer. Customer can check this use himself in the web view interface. Credits purchased but not used at the end of the Term will expire and cannot (therefore) be carried over to the next Term. Also, all ‘history’ gathered during a Term will expire as soon as a new Term begins (such as, but not limited to, recently viewed organizations).
- In the event of an automatic renewal of the Agreement for a subsequent Term, the Customer will automatically be charged the same amount of Credit as in the previous Term. If the Customer wants a different Credit for a subsequent Term, the Customer must notify the Supplier in writing no later than two (2) months before the end of the Term.
- If the Customer purchases the Product from the Supplier based on a limited Credit stated in the Agreement, the Customer is not permitted to resell that Credit, in whole or in part, to a third party. Credit once purchased is non-refundable.
- If the bulk (standard at approximately 90%; percentage can also be custom set in consultation with the Customer) of the Credit has been used, the Customer will automatically receive a warning by email. If the Credit purchased by the Customer has been fully used, access to the system will be blocked.
- In the event of using the service via an API, the Supplier is entitled to revise the price of a purchase unit from time to time, also during a Term. Price changes may be made, among other things, but not exclusively, due to inflation.
Article 11. Personal data
- In the context of composing the Product, the Supplier processes, analyzes and enriches various data in a system (database), including Personal data, as described in the privacy and data processing document, which can be found at https://companyinfo.nl/privacy/privacy-dataverwerking/. Pursuant to the General Data Protection Regulation (GDPR), the Supplier is an independent controller insofar as it concerns the compilation of that database and the necessary processing of these personal data for this purpose. In that context, the Supplier is obliged to comply with applicable laws and regulations, including the GDPR, and indemnifies the Customer against claims from third parties in this regard.
- The Customer is responsible for the use of the Product and is the controller within the meaning of the GDPR for the processing of Personal Data through the Product. Customer guarantees that the use of the Personal data complies with applicable laws and regulations, including the GDPR, and indemnifies Supplier against claims from third parties in this regard, including sanctions from enforcement authorities.
- With regard to the use by the Customer of the Supplier’s system to obtain the Product, which may contain Personal data, the Supplier qualifies, with regard to this Personal data, as the processor of this Personal data and the Customer as the processor under the GDPR. The Processing Agreement as included on the Company.info website applies to this processing, and which forms an integral part of the Agreement, which can be found at https://companyinfo.nl/en/data-processing-agreement/. The Processing Agreement does not apply to processing of Personal Data by the Supplier for the Supplier’s own purposes, as included in paragraphs 1 and 4 of this article.
- The Supplier monitors the use of the Product by the Users for the purpose of implementing this Agreement. To this end, the Supplier processes Personal data provided by Users to deliver the Product (such as name, address, email address, telephone number), data derived from the use of the Product (IP address, source, device and browser data, number of sessions, time on site, pages visited, clicks, search behavior, number of exports, etc.), which may also include Personal data, and Personal data resulting from a User’s contact with the Supplier (such as email). Under the GDPR, the Supplier is considered an independent controller for these processing operations. The Supplier’s privacy statement applies to the use of this data, which can be found at: https://companyinfo.nl/privacy/privacy-en-cookie-statement/ . It is the responsibility of the Customer to inform Users of this.
- The Customer guarantees that Users are aware of and agree to the processing of the relevant personal data for the purposes set out in paragraph 4 of this article and indemnifies the Supplier against all claims in this regard.
Article 12. Liability
- The Customer is aware and accepts that the Supplier is dependent on the provision of information by third parties for the execution of the Agreement, including the Dutch Chamber of Commerce and other Sub-data suppliers. The Supplier is therefore not liable to the Customer for damage suffered by the Customer if the Supplier is unable to fulfill the Agreement, whether temporarily in whole or in part, as a result of problems of any nature in the supply of information by the aforementioned third parties to the Supplier.
- The Supplier endeavors to ensure that the information in the Product is current, complete, and factually correct. However, the Customer accepts that inaccuracies or omissions cannot be completely ruled out and that the Supplier is in no way liable for such inaccuracies and/or omissions.
- If the Supplier fails to fulfill one or more of the obligations under the Agreement, the Customer will give it notice of default in writing, whereby it will always grant the Supplier a reasonable recovery period of at least twenty (20) Working days in order to still fulfill his obligations. Unless compliance by Supplier is permanently impossible, a notice of default is always a prerequisite to assume the Supplier is in breach of the Agreement.
- If the Supplier fails imputably to fulfill its obligations under the Agreement after the aforementioned recovery period, or in the event of unlawful conduct by the Supplier towards the Customer, the Supplier is only liable to the Customer insofar as there is intent or deliberate recklessness.
- The Supplier’s liability towards the Customer is limited to direct damage suffered by the Customer and per calendar year to a total amount equal to the amount invoiced to the Customer for the twelve (12) months immediately preceding the moment at which the damage occurred. In any case, the Supplier’s liability is at all times limited to the amount unconditionally paid out by the Supplier’s insurer, unless the damage is caused by intent or deliberate recklessness of Supplier. Direct damage is defined as reasonable costs to prevent or limit damage, reasonable costs to determine the damage and liability and reasonable costs to obtain payment out of court. Any other damage counts as indirect damage.
- The Customer must report any damage specifically and in writing to the Supplier immediately after it has occurred and certainly within fourteen (14) days after discovering it, so that the latter has the opportunity to prevent any expansion of the damage and to obtain a proper expertise in a timely manner. can (do) perform. If the Customer does not comply with the provisions of this paragraph, subsequent expansions of the damage, including costs to prevent, limit and determine the damage, will not be eligible for compensation.
- The Customer is obliged to file a legal claim for damages within twelve (12) months after discovering or reasonably being able to discover the damage suffered in its opinion because of the attributable shortcoming of the Supplier; in failing to do so, its rights in respect of such a claim will lapse.
- In the event of Force Majeure, the Supplier is never liable for compensation.
- The Supplier is never obliged to cancel disadvantages (‘nadeelsopheffing’) pursuant to art. 6:230 of the Dutch Civil Code.
- The Supplier is not liable for any non-functioning of the ‘federatief inloggen’ access process or any damage that the Customer may suffer as a result.
Article 13. Intellectual Property Rights
- All Intellectual Property rights that (could) rest on the Product rest exclusively with the Supplier and/or its licensors. The Agreement does not lead to any transfer of Intellectual Property from Supplier to Customer.
- Under the Agreement, the Customer obtains a limited license for the use of the Product under the conditions agreed in the Agreement during the Term of the Agreement. This license is not sublicensable except if Customer qualifies as a reseller with which Supplier has an agreement which states differently.
- The Product, including API, and the information contained therein may not be reproduced and/or resold and/or made public and/or sub-licensed in any way or in any form whatsoever by the Customer without the express, prior written permission of the Supplier.
- The Customer is not entitled to use brand-signs, image and/or word marks, of the Supplier and/or its parent company FD Mediagroep B.V. in its statements, or otherwise, without obtaining prior permission from the Supplier.
- The Supplier is entitled to use the Customer’s name(s) and logo(s) of the Customer’s company for promotional and communication purposes, unless otherwise agreed between the parties in the Agreement.
Article 14. Term of Agreement and termination
- Each Agreement commences on the Commencement Date, as stated in the Agreement, and has a Term, as stated there. If the Agreement does not state a Term, the Term will be a period of one (1) year.
- Unless otherwise agreed in the Agreement, after expiry of the Term this Agreement will be automatically extended under the same conditions for periods of one (1) year, unless the Agreement is terminated no later than two (2) months before the end of a current period by one of both parties is in writing.
- If the Agreement has not been terminated and the Parties are still negotiating the terms on which this Agreement will be extended at the time this Agreement expires, this Agreement will automatically be extended for one (1) year under the conditions set out in these General Terms and Conditions. conditions mentioned, whereby the Supplier has the right to implement the rate adjustments referred to in article 9 of this Agreement. The new Agreement that is concluded after the previous one has already been terminated will then have as its effective date the date on which the previous agreement expired.
- Other than the termination as described in this article, the Customer cannot terminate for convenience (‘opzeggen’) or terminate for cause (‘ontbinden’) the Agreement.
- Without prejudice to the powers vested in the Supplier under the law, without prejudice to the other provisions of the Agreement, and without being obliged to pay any compensation, the Supplier is entitled to terminate for cause (‘ontbinden’) the Agreement with immediate effect, without judicial intervention, if:
- the Customer fails to fulfill any obligation under the Agreement, even after notice of default (if required); or
- the Customer may apply for or obtain a suspension of payments and/or bankruptcy;
- the Customer may, voluntarily or otherwise, liquidate its business and/or offer an extrajudicial settlement to its creditors, or an event or a situation occurs that is comparable to one of the aforementioned events or situations;
- legal authority or actual control over the Customer changes into the control of a third party;
- it has a justified fear that its good name or reputation will be damaged by any act or omission of the Customer; and/or
- the Customer ceases its business.
- Upon termination of the Agreement for any reason or on any grounds whatsoever, the Customer will immediately cease and desist all use of the Product. All claims of the Supplier against the Customer are then immediately due and payable, and the Customer will immediately pay all outstanding claims to the Supplier. All provisions that by their nature survive termination of the Agreement remain in full force after the Term.
- In the event that the Supplier cannot fulfill obligations arising from the Agreement due to Force Majeure, the Supplier’s performances will be suspended for a maximum period of two weeks. If the situation of Force Majeure continues after the expiry of that period, either party may terminate the Agreement with immediate effect to the other party. If the Agreement is terminated because of Force Majeure, the Supplier is in no way liable to pay compensation to the Customer. Any undue payment from the Customer to the Supplier will be refunded to the Customer in proportion to the use already made of the Product.
Article 15. Confidentiality
- The parties will keep all confidential information (such as any technical information, information about suppliers, customers, software, programs, guidelines, payment data, information about business processes, product, price, market, customer and company data) that they acquired from and/or about each other in the context of the Agreement, including the Agreement itself, strictly confidential and shall not use or disclose this information without the prior written consent of the other party, unless they are legally obliged to do so or by an enforcement authority.
- If the Agreement ends, each party will, on its own initiative and to the extent possible, without delay return to the other party all documents, files and other information and information carriers containing confidential information, including copies thereof, regardless of whether the content or information carriers have been manufactured by the party involved or by someone else, unless the party is obliged by law to archive these documents. To the extent that confidential information is stored in a computer system of the party involved or is recorded in another form that cannot reasonably be given to the other party, the party involved will destroy the confidential information.
- The parties undertake to impose the same obligations on all persons employed by them in the performance of the Agreement as stated in the first paragraph of this article.
Article 16. Hosting
- The Supplier makes its services available through professional independent hosting providers. The Supplier’s hosting is redundant across multiple data centers within Europe.S
- upplier’s hosting providers provide managed hosting with 24/7 proactive monitoring and support. The Supplier has Service Level Agreements with its hosting providers.
- Data managed by the Supplier is backed up daily on all hosting. Performance is partly based on the function being performed and the Sub-data supplier involved.
- Supplier carries out regular database maintenance. Planned database maintenance takes place outside office hours as much as possible. During maintenance on one of the servers, requests are automatically handled by another server. The Customer will be informed about software and technical maintenance via the support forum at least one (1) week in advance. Regular maintenance that does not affect the availability of the service is carried out periodically. The Customer will not be informed of this unless the Customer may experience inconvenience as a result.
Article 17. Sub-data suppliers
- If a Sub-data supplier sets special conditions and these apply to the Agreement, this will be stated in the Agreement. In that case, these special terms and conditions apply in addition to these General Terms and Conditions.
- In the event of a conflict between the provisions of the special terms and conditions of the Sub-data supplier and the General Terms and Conditions of the Supplier, the provisions of these special terms and conditions of the relevant Sub-data supplier shall prevail.
- If applicable, the Customer declares to have received a copy of the applicable special terms and conditions from the Sub-data supplier and agrees to the applicability and content of these special terms and conditions to the Agreement. By using the products of the Sub-data supplier, the Customer also agrees to the applicability and content of these special terms and conditions. If the Customer does not agree to the special terms and conditions of the Sub-data supplier, the Customer may not use the data and products of that Sub-data supplier.
- The Supplier reserves the right to change a relevant part of the special conditions, after prior announcement, if a Sub-data supplier changes the conditions for making its data available.
Article 18. Delivery
- If the delivery of a Product by the Supplier under the Agreement must take place at a specific time and/or date, these dates are indicative and not fatal. They are stated under the assumption that no change in circumstances, of whatever nature or extent, will take place between the moment of agreeing on the time/date of delivery and the actual execution of the Agreement.
- If delivering a Product in installments, the Supplier is only obliged to commence the work for the next installment after the Client has approved the previous installment in writing.
Article 19. Customer Data
- If the Supplier uses data provided by the Customer to the Supplier for the execution of the Agreement, the Customer guarantees the accuracy, completeness and reliability of the data and documents made available to the Supplier.
- If applicable, the Customer must fully cooperate in the execution of the Agreement by providing access and all necessary data in the format required by the Supplier.
- The Intellectual Property rights to all material that the Customer makes available to the Supplier in the context of the Agreement remain with the Customer or with the third party from whom the Customer has obtained the right to make the material available to the Supplier.
- If the Customer makes data, documents or other works available to the Supplier for the performance of the Agreement on which Intellectual Property rights (may) rest, the Customer will provide the Supplier in advance with an unlimited license for their use by the Supplier, whereby the Customer also guarantees the Supplier that the materials made available do not infringe on the rights of third parties and that it is entitled to make these materials available to the Supplier. The Customer indemnifies the Supplier against any claims and demands for compensation from third parties in this regard and indemnifies the Supplier against all costs incurred by it in connection with these claims.
- Without prejudice to the above-mentioned Intellectual Property rights of the Customer, the Supplier is entitled to use data generated in the context of the executed Agreement with the Customer in the context of improving its services and communications. Data means information arising and/or derived from campaigns and market processing by or on behalf of the Supplier, such as response rates, accessibility, call center reports, typologies, profiles and/or similar information. Excluded from this are data that belong directly and exclusively to the (Intellectual) Property of the Customer, such as customer and Personal data and information/or market information that was already the property of the Customer prior to the collaboration and was shared with the Supplier in the context of the implementation of the Agreement.
Article 20. Deployment of personnel
- If the service provided by the Supplier concerns the deployment of personnel made available to the Customer by or through the Supplier, the employment conditions of the Supplier apply to that deployment, unless expressly agreed otherwise in writing.
- The Customer is prohibited from ‘poaching’ employees of the Supplier or third parties engaged by it, to have them work directly or indirectly for Customer within one year after termination of the Agreement, unless with Supplier’s prior written permission. In the event of a violation of this clause, the Customer will forfeit an immediately payable fine of EURO 1,000 (one thousand EURO) per day per employee, without prejudice to the Supplier’s right to claim full compensation.