General Terms and Conditions.

Company.Info online, APIs and marketing intelligence

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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:

API
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:

    1. the software used for the API;
    2. the documentation, database structure, user interface, screen layout, templates and accessories made available or accessible for the API; and
    3. Data provided/made available.

Company.Info
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.

Data
All Data, Data elements and related information supplied by Company.Info, which is made available to the Other Party.

Data Provider
A provider of Data other than Company.Info.

Product
All goods Company.Info is supplying, including Data, as part of the Agreement with the Other Party.

Services
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
Commencement Date of the Agreement with Company.Info for the provision of Products and/or Services.

User
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.

Agreement
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.

Credit
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.

Other Party
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

  1. The applicability of the Other Party’s terms and conditions, or any other terms and conditions, is expressly excluded.
  2. The Other Party guarantees that it, and if applicable all of its Users, will act in accordance with these General Terms and Conditions.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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

  1. 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.
  2. All prices quoted in Company.Info’s quotations and Agreements are denominated in euros, excluding VAT and other government levies.
  3. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. 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.
  9. 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.
  10. 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.
  11. 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.
  12. 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.
  13. 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.
  14. 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.
  15. 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.
  16. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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 service@company.info or by calling +31(0)20-2400400.

Article 6. Prices, invoicing and payment

  1. 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.
  2. The Other Party is not permitted to sell Credits to third parties.
  3. 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.
  4. 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.
  5. 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.
  6. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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

  1. 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.
  2. 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.
  3. 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.
  4. 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.
  5. 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.
  6. 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.
  7. 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.
  8. Company.Info cannot be held liable for damages due to the shutdown or digital shutdown of the Other Party’s business.
  9. 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.
  10. 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

  1. 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.
  2. 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.
  3. 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

  1. 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.
  2. 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.
  3. 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.
  4. All provisions of the Agreement that, by their nature, survive will remain in force even after termination of the Agreement.

Article 11. Confidentiality

  1. 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.
  2. 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.
  3. 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

  1. 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.
  2. 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.
  3. 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.
  4. These General Terms and Conditions are governed exclusively by the laws of the Netherlands.
  5. 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.
  6. The application of the Vienna Sales Convention 1980 (CISG) is excluded.
  7. 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.

Part II Online subscriptions and/or Data on Demand

Article 13. Period of use and Credit

  1. The online subscription is subject to a Period of Use during which the Other Party is entitled to use Company.Info’s Products and/or Services. After the expiry of the first Period of Use, this period will be automatically extended each time by the same length of time, unless one of the parties terminates the Agreement by email one (1) month at the latest before the end of a current period.
  2. During the Period of Use, the use of Company.Info’s Products and/or Services will be charged to the Credit purchased by the Other Party. If the Credit for a Period of Use is not or not fully used within that term, it will expire with the commencement of a subsequent Period of Use. Also, all history, which includes but is not limited to recently viewed organisations, accrued during a Period of Use expires as soon as a new Period of Use begins.

Part III API subscription

Article 14. Use of API

  1. An order form that the Other Party completes fully and correctly and signs is deemed to be an Agreement in the context of API subscriptions.
  2. After the Commencement Date, Company.Info will send the Other Party the login details that the Other Party and its Users can use to access the APIs. If the Other Party fails to pay the fee for the use of the APIs on time, Company.Info is entitled to terminate the Agreement with immediate effect and without further notice, or to suspend the right to use the APIs and to block the Other Party’s access to the APIs until the Other Party has settled the fee.
  3. Users are not permitted to retrieve or consult Data in a manner that can be regarded as repetitive and systematic retrieval with the objective of reconstructing the entire database or a substantial part of the database as referred to in the Dutch databases (Legal Protection) Act [Databankenwet] for the purpose of exploitation by the Other Party.
  4. The Other Party is not permitted to sub-license the APIs, to rent them out or supply them on a hire-purchase basis, or otherwise to transfer or make them available or accessible to a third party either entirely or in part.

Article 15. Other Party’s technical obligations

  1. The Other Party’s software, which uses the APIs, must be able to connect to Company.Info’s servers and/or its Data Providers (i.e. primary and secondary servers). The API servers are located in at least two different geographical locations. The Other Party should take into account that more locations may be added. The locations of the servers may change, and with that the IP numbers used.
  2. The Other Party’s software must always use the primary servers; the Other Party’s software may and must switch to the secondary servers only if the primary servers are not accessible. Server locations can be tested (without drawing down on Credits) by requesting postcode 1000AA.
  3. If the Other Party’s software cannot connect to the APIs, the Other Party must first use the software to test whether it is connected to the internet connection. This can be done by sending a ping to a random online server. If it is clear to the Other Party that the internet connection is not working, the system administrator can take measures internally.
  4. The Other Party must work with a queue so that data entry can continue even if there is no connection at that time. The Data will be automatically added at a later stage.
  5. The Other Party is aware and agrees that Company.Info works with different types of Data originating from several Data Providers. Almost all available Data is physically stored on Company.Info servers. There are, however, exceptions that involve retrieving the Data externally from the servers of a third-party Data Provider.

Article 16. Company.Info support

  1. If an ‘error correction call’ error message is sent, the Other Party must send one of the following priority codes:
    Priority 1: The Other Party’s primary process is seriously disrupted; none of the Users can continue working and there are no fall-back options.
    Priority 2: The primary process is disrupted, several Users can no longer work, but they have a fall-back option; or a part of the primary process is not working, but the call has not yet posed a significant threat to the primary process operations.
    Priority 3: There is a disruption, but Users can continue to work in the primary process.
    The help desk does not support calls that are not Company.Info’s responsibility, for instance, if the error cannot be traced back to the API.
  2. Company.Info makes every effort to address reports – which may entail a temporary solution – within the following periods of time:
    Priority 1: within four hours on working days;
    Priority 2: within two working days on working days;
    Priority 3: within seven working days on working days.
    If the problem cannot be addressed in this way, the parties will discuss how the error can still be rectified as soon as possible.
  3. If Company.Info has to escalate a report to another party, for instance the API provider, the recovery times listed above do not apply. If that is the case Company.Info will keep the Customer informed of the progress and ensure that the provider addresses the error as quickly as possible.
  4. For Company.Info to provide these support services as effectively as possible, the Other Party must meet the following conditions:
    – Users must be sufficiently trained in how to use the APIs;
    – one User must be designated and authorised to contact the help desk;
    – all reasonable instructions given by Company.Info regarding the use of APIs must be followed; and
    – messages sent to service@company.info must be complete and correct.
  5. Company.Info provides its services through professional independent hosting providers. The hosting services provided by the providers have redundancy and are provided from several data centres in Europe. Company.Info’s hosting providers provide managed hosting based on 24/7 proactive monitoring and support. Company.Info has entered into service level agreements with its hosting providers. Data that Company.Info manages is backed up on a daily basis on all hosting servers. Performance is also based on the function being performed, and in some cases the Data Provider if Data is sourced externally.
  6. Company.Info carries out database maintenance on a regular basis. Scheduled database maintenance is done outside office hours whenever possible. Requests are automatically handled by another server if one of the servers is undergoing maintenance. The Other Party will be informed about software and technical maintenance via the support forum at least one (1) week in advance. Normal maintenance that does not affect the availability of the service is carried out periodically. The Other Party will not be informed of this, unless the maintenance may affect the Other Party.
  7. The Other Party will be informed by email if a service is not available for a prolonged period of time. Company.Info continuously monitors the availability of all its functions. Company.Info carries out checks on all its functions regularly. This is done 24/7. If one of the servers goes down, Company.Info’s technical department is notified automatically.
  8. Company.Info will immediately inform the Other Party by email of any disruptions. If the Other Party itself reports a fault, Company.Info’s technical department will contact the Other Party immediately. The Other Party will be informed of the time required to address the error within 24 hours at the latest.

Article 17. Period of Use and Credit for API subscriptions

  1. An API subscription has a minimum Period of Use of one (1) year. After the expiry of the first Period of Use, this period will be automatically extended each time by the same length of time, unless one of the parties terminates the Agreement by email two (2) months at the latest before the end of a current period.
  2. If the Other Party wishes to order Credits during the Period of Use, other than the Credits previously purchased, for instance, if the Other Party has purchased 100 Credits and wants to order 150 additional Credits, it must enter into a new Agreement for the additional Credits (i.e. 150 in this example). The first Agreement (in the example: for 100 Credits) ends automatically on entering into the following Agreement.
  3. Company.Info administers the Other Party’s usage of the Credit during the Period of Use. The Other Party can check its usage itself in the web interface. Credits purchased but not used by the end of a Period of Use expire and therefore cannot be carried forward to the next Period.
  4. The Other Party will automatically be charged the same amount for the next Period of Use as it was charged for the previous Period of Use. If the Other Party would prefer to have a different number of Credits for the following Period of Use, the Other Party must inform Company.Info of this in writing at least two (2) months before the expiry of the Period.
  5. When most of the purchased Credits has been used (by default about 90%; the percentage can also be changed to suit the Other Party in consultation with the Other Party), the Other Party will automatically be sent a warning by email. Access to the system is blocked once the Other Party has used all the Credits bought.
  6. The price for the various APIs and support is always stated, per unit of purchase, on the order form and the function costs overview in the webview interface that the Other Party can access. Company.Info is entitled to revise the price of its units from time to time, including during the term of the Agreement. Price changes may be made due to inflation, among other things. Price changes take effect two (2) months after they have been announced in the Data Provider’s newsletter or in an email sent by the Data Provider to the subscriber. Company.Info always notifies the subscriber of new types of use and support and the applicable Credit by email or newsletter.

Part IV Data Providers

Article 18. Special Terms and Conditions

  1. If Special Terms and Conditions for Data Providers apply, this will be stated in the Agreement and they will apply in addition to these General Terms and Conditions. If there is any conflict between the provisions set out in the Special Terms and Conditions and Company.Info’s General Terms and Conditions, the provisions of the Special Terms and Conditions will prevail.
  2. By signing the application form for the API subscription, the Other Party declares that it has received a copy of the applicable Special Terms and Conditions and agrees with the content and the applicability of these Special Terms and Conditions to the Agreement. By using the Data Providers’ products, the Other Party also agrees to the applicability and content of these Special Terms and Conditions. If the Other Party does not agree to these Special Terms and Conditions for Data Providers, the Other Party is not permitted to use the Data Providers’ Data and products.
  3. Company.Info B.V. reserves the right to amend the relevant section of these Special Terms and Conditions, following prior notification, in the event that a Data Provider changes the conditions governing the provision of its Data.

Part V Marketing intelligence

Article 19. General

  1. The Agreement for marketing intelligence that Company.Info enters is a contract for services as referred to in Book 7, Section 400 et seq of the Dutch Civil Code, unless otherwise agreed in writing.
  2. Company.Info’s delivery times are indicative and not final deadlines. They are only mentioned based on  the assumption that no change in circumstances, irrespective of the nature or extent, will occur between the time when the time of delivery is agreed and the actual implementation of the Agreement.
  3. In case of  phased delivery, Company.Info is only required to commence work on the next phase after the Client has approved the previous phase in writing.
  4. Company.Info reserves the right to engage third parties to carry out the assignment or parts of it.
  5. If there are disruptions during the implementation of the Agreement, the Other Party is obliged to cooperate fully in tracking and remedying the errors. Until the error has been remedied, Company.Info is entitled to offer a temporary solution of its choosing.
  6. In addition to Article 8.9, Part I of these General Terms and Conditions, the following will also constitute force majeure for marketing intelligence: hardware failures, infrastructural failures, failures due to hacking, viruses, cable breaks and power or computer failures, and excessive absenteeism due to illness of employees deployed by Company.Info or of employees of third parties hired with the approval of the Other Party who have been engaged to perform the assignment. Force majeure on the part of a third party hired by Company.Info as referred to above will be considered to be force majeure on the part of Company.Info. If it concerns a marketing intelligence agreement, and the force majeure circumstances last for more than two months, both parties will be entitled to terminate that agreement with immediate effect without this giving rise to any right to compensation.

Article 20. Other Party’s information

  1. The Other Party guarantees the correctness, completeness and reliability of the information and documents made available to Company.Info.
  2. Company.Info is entitled to use the Other Party’s customer names and logos for promotional and communication purposes, unless agreed otherwise in the Agreement between the parties.
  3. The Other Party is obliged to cooperate fully with implementation of the Agreement by providing access and all necessary information in the format required by Company.Info.
  4. The intellectual and other property rights to all materials that the Other Party gives to Company.Info within the scope of the Agreement will remain vested in the Other Party or in the third party from whom the Other Party has obtained the right to give Company.Info the materials. Client grants Company.Info in advance the unlimited right to use these materials for the implementation of the Agreement.
  5. Without prejudice to the Other Party’s intellectual property rights mentioned above, Company.Info is entitled to use information generated within the framework of the implemented Agreement with the Other Party to improve its services and communications. ‘Information’ is defined as information resulting from and derived from campaigns, data processing and marketing by or on behalf of Company.Info, such as response rates, accessibility, call centre reports, typologies, profiles and/or similar information. An exception to this is information that is directly and exclusively the Other Party’s intellectual or other property, such as customer and personal data and information and/or market information that was already the property of the Other Party prior to the cooperation and that was shared with Company.Info in the context of the implementation of the Agreement.
  6. The Other Party guarantees that the materials made available by it do not infringe third-party rights and that it is entitled to make these materials available to Company.Info. The Other Party indemnifies Company.Info against any third-party claims and demands for compensation in this regard and also indemnifies Company.Info against all costs incurred by it in connection with these claims and demands.
  7. If Company.Info provides personal data to the Other Party within the scope of the contract for services, the Other Party is considered to be controller for this personal data. Accordingly, the Other Party will comply with all its legal obligations under the GDPR and other applicable legislation. The Other Party indemnifies Company.Info against third-party fines and claims in this respect.
  8. The parties will give each other all reasonable and necessary assistance – immediately on request – concerning communications and/or requests from data subjects, supervisory authorities and third parties regarding the processing of personal data within the scope of the Agreement, including if there is an actual or alleged breach of the GDPR and other applicable privacy legislation.

Article 21. Payments for marketing intelligence

  1. Company.Info is entitled to invoice after the conclusion of the Agreement and invoices will be sent in the manner specified in the quotation and/or Agreement.
  2. All prices may be increased annually during the term of the Agreement. If this annual increase is more than 5% compared to the previous year, the Other Party will be asked to approve the new rates in a written confirmation. If the Other Party does not accept the increase, Company.Info is entitled to terminate the Agreement subject to a notice period of two (2) months.
  3. If the payment term is exceeded, the Other Party will be in default by law and will be obliged to pay default interest of 1% per month, as well as extrajudicial collection costs equal to 15% of the principal sum and interest, plus VAT.
  4. Payments received will first be used to settle costs and interest and then finally the principal sum.
  5. If payment in instalments has been agreed, Company.Info will be entitled to suspend its work for the Other Party if the latter is in default. In that case, Company.Info will not be liable for any damages resulting from this.
  6. If the Agreement is terminated premature, the Other Party will remain liable for the full amount of the fee agreed in advance for the assignment.
  7. Company.Info is entitled to charge additional costs for additional Products and/or Services provided at the request of or through the actions of the Other Party, in accordance with its current standard rates.

Article 22. Deployment of staff

  1. Staff made available to the Other Party by or through Company.Info are subject to Company.Info’s terms of employment, unless expressly agreed otherwise in writing.
  2. The Other Party is prohibited from employing or otherwise directly or indirectly approaching Company.Info’s employees or third parties called in by Company.Info within one year of the termination of the Agreement, unless it has Company.Info’s prior written permission. If any of the provisions of this article are violated, the Other Party will owe Company.Info an immediately payable penalty of EUR 1,000 per day for each employee, without prejudice to Company.Info’s right to claim full damages if the damages are higher.

30-06-2020

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