Company.Info B.V. offers various products and services. The following General Terms and Conditions apply to all offers and agreements related to its services. These General Terms and Conditions consist of a general part (Part I), which is applicable to all agreements, and specific parts (Part II to Part V), which relate to the supply of specific products and services. If you have any questions about these terms and conditions, then please feel free to contact us.
Part I General
Article 1. Definitions
The following terms have the following meanings in these General Terms and Conditions and in the agreement in question:
The direct or indirect online access to Company.Info’s individual Data (including Data from Data Providers) from one of its servers or from a Data Provider, which the Other Party can retrieve and consult in real time, in conjunction with or using Company.Info software products, as well as Company.Info’s enrichment and validation of Data provided by the Other Party. The terms ‘API’ or ‘APIs’ refers to, but is not restricted to, the following:
- 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
- Data provided/made available.
The private company with limited liability, Company.Info B.V., with its registered office and its business address at Abram Dudok van Heelstraat 2, 1096 BE, Amsterdam, listed at the Chamber of Commerce under number 33302047, being a subsidiary of the FD Mediagroep B.V.
All Data, Data elements and related information supplied by Company.Info, which is made available to the Other Party.
A provider of Data other than Company.Info.
All goods Company.Info is supplying, including Data, as part of the Agreement with the Other Party.
Services provided by Company.Info to the Other Party, including in particular, but not exclusively, the provision of Data, and support and assistance in this respect, which are specified or set out in greater detail in the Agreement.
Commencement Date of the Agreement with Company.Info for the provision of Products and/or Services.
The natural person designated by the Other Party and accepted by Company.Info, who is given access to Company.Info Products and/or Services through the established login procedure.
Period of Use
The term of use of Company.Info’s Products and/or Services as agreed between Company.Info and the Other Party.
All Agreements concluded between Company.Info and the Other Party, all amendments or additions to these Agreements, as well as all legal and other acts for the preparation and/or implementation of that Agreement, or any offer to do so.
The amount that the Other Party pays to Company.Info, entitling the Other Party to purchase the various Products and/or Services agreed to with the Other Party up to a maximum of the amount of the Credit.
The legal entity or person who enters into an Agreement with Company.Info for the supply of Products and/or Services.
Article 2. Scope of application
- The applicability of the Other Party’s terms and conditions, or any other terms and conditions, is expressly excluded.
- The Other Party guarantees that it, and if applicable all of its Users, will act in accordance with these General Terms and Conditions.
- Deviations from these General Terms and Conditions are only valid insofar as they have been previously and expressly agreed in writing between Company.Info and the Other Party, and they only apply to the amended provisions and only to the specific Agreement.
- Amendments and additions to any provisions in the Agreement are only valid if and insofar as they have been agreed to in writing by Company.Info and the Other Party, and they only apply to the specific Agreement.
- If Company.Info has expressly or tacitly allowed deviations from these General Terms and Conditions and/or the Agreement for any length of time, this does not affect Company.Info’s right to have the Other Party strictly comply with the General Terms and Conditions and/or the Agreement in the future or otherwise.
- If Company.Info has not or not fully exercised one or more of its rights under these General Terms and Conditions or the Agreement for a period of time, the Other Party is not entitled to derive any rights from this.
- If any provision of these General Terms and Conditions is void, voided or loses its legal validity in some other way, the other provisions of these General Terms and Conditions will continue to apply in full. The parties undertake to replace the non-binding provision with a provision that is binding and that is as close as possible to the unenforceable term, taking into account the purpose and purport of the Agreement.
Article 3. General
- All Company.Info (price) quotations are subject to confirmation without obligation. The conditions stated in quotations will be valid for thirty (30) days from the date of the quotation.
- All prices quoted in Company.Info’s quotations and Agreements are denominated in euros, excluding VAT and other government levies.
- An offer and/or quotation made by Company.Info will be taken as a whole, even if it contains quotations for individual items, meaning that quotations for individual items cannot be invoked separately.
Article 4. Obligations of the User and Other Party
- Individuals who enter into an Agreement with Company.Info on behalf of the Other Party guarantee that they are entitled or authorised to enter into this Agreement.
- During the term of the Agreement and as from the Commencement Date, Company.Info will give the Other Party access to the Company.Info Products and/or Services chosen by the Other Party under the terms and conditions stated in these General Terms and Conditions and for the fee agreed in the Agreement, or, if no fee has been agreed, the fee stated in Company.Info’s quotation to the Other Party. If no specific fee is agreed to in the Agreement or in any of the quotations, the fee as mentioned on Company.Info’s website at the time the Agreement was entered into by the parties will apply.
- The Products and/or Services provided by Company.Info are intended exclusively for the use of the Other Party in the performance of a profession or the operation of a business. The Other Party therefore guarantees to Company.Info that it is practising a profession or operating a business.
- The use of Company.Info’s Products and/or Services is strictly personal and it is for the sole purpose of supporting the User’s own work. This means that the Other Party or User is not permitted to provide, make available or transfer login details and/or passwords to third parties (including colleagues) or to use Company.Info’s Products and/or Services for the benefit of third parties.
- The Other Party and/or User will only use Company.Info’s Products and/or Services in the normal course of their professional work or business operations and will not circulate, reproduce, sell or publish Data in any form whatsoever other than for the purposes of this work or these operations.
- Use of Data is expressly only permitted at other entities in the Other Party’s group if the Other Party has at least 50% of the shares in the entity concerned and provided this is agreed in greater detail in the Agreement.
- The Other Party and/or User is not permitted to decompile, reverse engineer, disassemble or in any other way modify any software or other products, services or processes that have been accessed by or through Company.Info.
- The Other Party and/or the User is not permitted to use robots, spiders, crawlers or any other automatic download programmes, algorithms or tools, or any similar or equivalent manual processes to continuously and automatically search, scrape, extract, mine or index any content.
- The Other Party and/or User guarantees Company.Info that they will comply with all applicable laws and regulations when using Company.Info’s Products and/or Services. The Other Party and/or User must refrain from sending unsolicited messages (i.e. spam) to third parties, from sending direct mail to organisations with have the so-called ‘non-mailing indicator’ activated and calling by phone ‘natural persons’ [natuurlijke personen] who have not given consent for that. The Other Party guarantees that it has taken adequate technical and organisational measures to be able to immediately honour objections from data subjects regarding the processing of their personal data for marketing purposes. The Other Party indemnifies Company.info and the Data Provider against all third-party claims in this respect and it will compensate Company.Info for all damages incurred as a result of these third-party claims, including the actual costs incurred for legal assistance.
- The Other Party and/or User guarantee Company.Info that they will not use Company.Info’s Products and/or Services to promote, refer to or supply unlawfully obtained software, to commit and/or encourage the commission of criminal offences by the Other Party, its staff or third parties.
- Nor will the Other Party, in using the products and/or services obtained from or through Company.Info, act contrary to public decency or public order, or contrary to generally recognised principles of the correct and proper use of the internet (such as nettiquette), or be guilty of hacking, spreading viruses, impeding or hindering the proper functioning of the Company.Info’s server and/or those of its Data Providers, or behaving inappropriately (at Company.Info’s discretion) or unlawfully in any other way.
- The Other Party will provide appropriate technical and organisational measures to protect the use of Data obtained from or through Company.Info against loss or misuse. Taking the state of the art and the costs of execution into account, these measures must guarantee an appropriate level of security.
- The Other Party and/or User guarantee that they will use personal data, as defined in the General Data Protection Regulation (GDPR), that they receive from or via Company.Info solely in the normal practice of a profession or operation of a business, for the same or similar purposes as Company.Info, namely to promote legal certainty in the course of trade or to promote and support financial activities.
- The Other Party and/or the User guarantee that they will not use personal data, as defined in the GDPR, to exclude and/or discriminate against population groups or individual persons, or for profiling of natural persons as referred to in the GDPR.
- If at any time the Other Party or one or several of its Users fail to comply with any of the provisions of this article, partly or fully, the Other Party will owe a penalty to Company.Info, which is immediately due and payable and not subject to mitigation, amounting to €10,000, as well as a penalty of €1,000 for each day that the Other Party remains in breach ofany provision of this article, without prejudice to Company.Info’s right to claim additional damages, to deny the Other Party and/or Users access to Data (temporarily or otherwise), immediately and without further notice, and to suspend further performance of its obligations under the Agreement for an indefinite period, or to terminate the Agreement. The Other Party will then not be entitled to any kind of compensation.
- The Other Party is always liable for the actions of its Users in respect of Products and/or Services provided by or through Company.Info.
Article 5. Company.Info’s obligations
- Company.Info strives to achieve an uptime of its database of 98% per annum, excluding maintenance. ‘Uptime’ means being able to access and consult the database. In principle, maintenance of the database will be carried out between Saturday 6 pm (GMT+1) and Sunday 9 am (GMT+1). It may not be possible to access the database (temporarily) during maintenance. The SLAs of the relevant Data Providers apply to Data retrieved externally.
- If the uptime referred to in paragraph 1 of this article is not achieved due to force majeure or unforeseen circumstances (including, but not limited to communication network failures, internet and intranet failures, power failures, server failures, strikes, natural disasters, war, terrorist attacks, fire, water damage, problems of any kind in the delivery of information, Data or work by third parties to Company.Info or threats of the aforementioned situations), the Agreement will be extended free of charge for the duration of the downtime. In cases of this nature, the Other Party will not be entitled to compensation in any way whatsoever.
- Company.Info makes every effort to keep connections to public and other registers, external sources and external Data Providers open. If a connection to these registers or sources malfunctions, it will be restored as soon as possible, but within five working days at the latest, to the extent that connecting to these registers and sources is still possible.
- Company.Info will strive to correct any inaccuracies in Data reported by the Other Party as quickly as possible, but no later than twenty working days after receiving the report.
- Company.Info provides the Other Party support free of charge by telephone and email during office hours in the Netherlands (i.e. from 9 am to 5:30 pm, GMT+1) from Monday to Friday, excluding statutory public holidays in the Netherlands. The other party can contact the help desk by sending a message to firstname.lastname@example.org or by calling +31(0)20-2400400.
Article 6. Prices, invoicing and payment
- The Other Party must pay Credits owed in a lump sum at the start of the usage (and each time the Period of Use is extended). The applicable rates per purchase unit (‘ticks’) for the various products or a part of those products are stated in the Agreement.
- The Other Party is not permitted to sell Credits to third parties.
- The Other Party will pay Company.Info the amounts due under the Agreement within fifteen (15) days of the invoice date, without any deduction, discount or set-off.
- If the Other Party fails to pay an amount pursuant to the Agreement, or fails to pay it on time or in full, it will be immediately in default without any further notice of default being required. The Other Party will then be liable to pay Company.Info the statutory commercial interest on the outstanding amount as well as any actual costs that Company.Info incurs for legal assistance in and out of court.
- Company.Info is entitled to revise the price of its Products and/or Services or parts thereof from time to time, including during the term of the Agreement. Price changes may be made due to inflation, among other things. The price changes will take effect one (1) month after the Other Party has been notified of them in writing. Company.Info always notifies the Other Party of new types of use and support and the applicable Credit by email or newsletter.
- If Data Providers charge an additional fee for documents, products or APIs (including new versions and updates of these interfaces), the Other Party will owe that additional fee immediately on purchase of those documents or products. Company.Info will invoice the Other Party separately for this. Which adjustments to APIs are necessary and desirable is ultimately always at the discretion of Company.Info and/or Data Providers.
Article 7. Processing of personal data and other information
- Company.Info processes, analyses and enriches various Data, including personal data, as part of its services. ‘Personal data’ concerns company and other information that can be traced back to individuals (natural persons). Unless otherwise stipulated or unless it follows from the Agreement, Company.Info is responsible for processing this personal data. In that context, Company.Info is responsible for compliance with the applicable laws and regulations (including the General Data Protection Regulation) and indemnifies the Other Party against third-party claims in this respect.
- The Other Party is responsible for its own use of Company.Info’s Products and/or Services and its processing of personal data in that context. The Other Party guarantees that the use of Company.Info’s products and/or services complies with the applicable laws and regulations (including the General Data Protection Regulation) and indemnifies the Company.Info against third-party claims in this respect.
- To be able to implement the supply Agreement, Company.Info keeps a record of the Other Party’s use of its products and/or services. To this end, it may process personal data provided by the Other Party and/or User in order to deliver Products and/or Services (such as names, addresses, email addresses, etc.) or personal and other information derived from the use of Products and/or Services (such as IP addresses, sources, devices and browser data, number of sessions, time on site, pages visited clicks, search behaviour, number of exports etc.) or personal data derived from contacts via one of the Company.Info contact channels (i.e. its call centre, email, post, website, account manager etc.). The Other Party hereby expressly consents to the processing of this personal data where necessary and guarantees, if necessary, that the Users have been adequately informed and agree to it.
- At the request of the Other Party, Company.Info will give the Other Party an overview of its use of Company.Info’s Products and/or Services.
Article 8. Liability
- The Other Party is aware of the fact that Company.Info is partly dependent on the supply of information by third parties, including but not limited to the Chamber of Commerce, to deliver Products and/or provide Services. Company.Info is not liable to the Other Party for damages suffered by the Other Party if Company.Info is unable to fulfil its delivery obligations under the Agreement, either temporarily or permanently, due to problems of any kind in the supply of information to Company.Info by third parties.
- Company.Info endeavours to ensure that the Data provided by or through Company.Info is current, complete and factually correct. However, the Other Party accepts that it is not possible to completely rule out errors or omissions and that Company.Info is not liable in any way whatsoever for such errors and/or omissions.
- If Company.Info is breaching its Agreement with Other Party, or the Other Party sustains damages in some other way because of Company.Info, the Other Party must lodge a written complaint to Company.Info within fourteen (14) days of discovering the breach, so that Company.Info is given the opportunity to rectify the breach and/or to prevent or reduce the damage. If the Other Party fails to notify Company.Info in good time, all the Other Party’s rights to compensation lapse.
- If Company.Info fails to fulfil one or more of its obligations under the Agreement with the Other Party, the latter will send a written notice of default by registered mail, always granting Company.Info a reasonable period of at least twenty (20) working days to fulfil its obligations.
- If Company.Info is in breach of its obligations under the Agreement at the end of the aforementioned remedy period, or if Company.Info acts wrongfully towards the Other Party, Company.Info will only be liable to the Other Party for direct damages incurred by the Other Party and in any event only up to the amount of Company.Info’s most recent invoice. Company.Info’s liability is in any event limited to the amount paid unconditionally by Company.Info’s insurer for the specific incident. Company.Info will never be liable to remedy the detriment pursuant to Book 6, Section 230 of the Dutch Civil Code.
- Company.Info will only be liable as far as it can be proven that the incident concerns an attributable breach on the part of Company.Info. Company.Info’s liability can be proven if Company.Info has accepted liability or it has been established in a final judgement before the courts that it constitutes an attributable breach. A breach is not attributable if it is a consequence of force majeure.
- Company.Info can only be held liable for the consequences of acts or omissions on the part of a third party contracted by Company.Info to carry out the assignment or for errors and/or irregularities due to the database or Data produced or delivered by a third party to Company.Info or to the Other Party, insofar as Company.Info is entitled and able to claim and collect these damages from the latter in accordance with its agreement with said third party.
- Company.Info cannot be held liable for damages due to the shutdown or digital shutdown of the Other Party’s business.
- If Company.Info is unable to fulfil its obligations arising from the Agreement due to force majeure, Company.Info’s performance will be suspended for a maximum period of two weeks. If the force majeure continues after the end of that period, either party may terminate the Agreement with immediate effect. For the purposes of this Agreement, force majeure will be interpreted on the basis of the provisions of Book 6, Section 75 of the Dutch Civil Code. If the Agreement is terminated because Company.Info suffers from force majeure, Company.Info will not be liable to compensate the Other Party in any way.
- The Other Party is required to bring a lawsuit to demand compensation within twelve (12) months of discovering or reasonably could have been able to discover the damages it has suffered as a result of Company.Info’s attributable shortcoming, failing which its rights in respect of such a claim will lapse.
Article 9. Intellectual property rights
- All intellectual property rights (including but not limited to copyright, database rights, trademark rights and trade name rights) inCompany.Info’s name, logos, products and services, including but not limited to its database and all the information contained in it, are vested exclusively in Company.Info and/or its licensors; the Agreement is not intended for the transfer of rights, nor will it result in that. The Agreement only grants the Other Party the limited right described in the Agreement, i.e. to use Company.Info’s Products and/or Services.
- The Other Party is not permitted to reproduce and/or disclose and/or exploit the Company.Info database and the information contained in it in any other way, including but expressly not limited to printing, photocopying, storage on microfilm, image plates, magnetic disks or tape, or storage in a register system that is accessible to third parties without Company.Info’s express prior written permission.
- The Other Party is not permitted to remove any of the rightholders’ symbols or specifications that concern intellectual property rights. The same applies to information marked as private and confidential.
Article 10. Duration and termination of the Agreement
- Unless otherwise agreed in writing, the Agreement is entered into for a period of one (1) year, commencing on the day it is signed, and it is always automatically and tacitly renewed at the end of that period for another (1) year, unless the Agreement is terminated by one of the parties by email two (2) months at the latest before the end of a current period.
- Without prejudice to Company.Info’s rights under the law, without prejudice to the other provisions of these General Terms and Conditions, and without being liable to pay any compensation, Company.Info is entitled to terminate the Agreement, with immediate effect and without recourse to the courts, if:
a. The Other Party fails to fulfill the obligations under the Agreement at all, partly or in good time, even after a notice of default, if required;
b. The Other Party is placed under forced administration or is under threat of guardianship;
c. the Other Party ceases its activities;
d. legal control or de facto control over the Other Party is being acquired by a third party;
e. the Other Party files for or is granted bankruptcy or to participate in a debt restructuring scheme;
f. it has the reasonable fear that its good name or reputation will be affected by any act or omission on the part of the Other Party; and/or
g. if an event occurs or a circumstance arises that is similar to any of the aforementioned events or circumstances, including the threat of such circumstances occurring.
- On termination of the Agreement, regardless of the grounds, the Other Party will immediately cease and not resume any use of Company.Info’s Products and/or Services, including but not limited to Data obtained from or via Company.Info. All Company.Info’s claims against the Other Party will then become immediately due and payable and the Other Party will immediately pay all its outstanding claims to Company.Info.
- All provisions of the Agreement that, by their nature, survive will remain in force even after termination of the Agreement.
Article 11. Confidentiality
- The Other Party and Company.Info will keep all confidential information (such as technical information, information about suppliers, customers, users, software, guidelines, payment data, information about business processes, products, prices, markets, customer and company data) that they have obtained from and/or about each other in the context of the Agreement strictly confidential and will not use or disclose it without the Other Party’s prior written permission, unless a legal requirement dictates otherwise.
- If the Agreement ends, both parties, i.e. both the Other Party and Company.Info, will, of their own accord and to the extent possible, immediately return to the other party all documents, files and other information and data carriers containing confidential information, including copies of these items, irrespective of whether the content of those data carriers was created by the party in question or by another party. If any confidential information is stored on any computer system belonging to the party concerned or has been recorded in another format that cannot reasonably be provided to the other party, the party concerned will destroy this confidential information.
- The Other Party and Company.Info undertake to impose the same obligations as set out in the first paragraph of this article on all persons engaged by them for the implementation of the Agreement.
Article 12. General
- The Other Party is not entitled to transfer the rights and obligations under the Agreement to third parties without the Company.Info’s express written permission.
- To create its products, Company.Info also reuses information contained in documents held by institutions charged with public duties for purposes other than the original purpose for which the information was produced.
- Company.Info helps the User to access the trade register and/or other public registers by inter alia saving a copy of the Other Party’s queries for archiving in the database.
- These General Terms and Conditions are governed exclusively by the laws of the Netherlands.
- Any dispute that may arise between the parties by virtue of or in connection with an Agreement covered by these General Terms and Conditions will in the first instance be settled exclusively by the competent court in the court district of Amsterdam, the Netherlands.
- The application of the Vienna Sales Convention 1980 (CISG) is excluded.
- Company.Info reserves the right to change or supplement the form, access method and conditions of the Agreement and the General Terms and Conditions. It will inform the Other Party of this in good time, in writing, by email or by a notification on its website. The amended General Terms and Conditions will then become applicable when the Agreement is extended. If the Other Party does not agree to an amendment in the amended General Terms and Conditions, the Other Party is entitled to terminate the Agreement in accordance with Article 10 of these General Terms and Conditions.
In addition to the general articles in these General Terms and Conditions (Part I), Agreements with Company.Info B.V. are also subject to the following specific articles, depending on the specific Product or Service described.