Terms of Service | CompanyData

1. Definitions

1.1. Contractor: BoldData Realtime Data B.V., registered at the KvK under nr 88776581.

1.2. Client: contractual other party of Contractor with respect to the Services.

1.3. Agreement (for the Supply of Services): the offer or order confirmation by the Contractor and these general terms and conditions relating to the supply by the Contractor to the Client of addresses/data files or the performance of data services, in the broadest sense of the word, by the Contractor on the Client's instructions.

1.4. Work: data files with information of any nature whatsoever supplied by the Contractor and, where applicable, including updates.

1.5. Records/data files: the number of lines within a database/Excel file/data set. Each record can contain different types of data in one or more columns from a company or person.

1.6. Purpose of use: the purpose specified when the Agreement was concluded for which the Client will use the Work.

1.7. These general terms and conditions apply to all Orders for Services issued to the Contractor and to any resulting Agreements therefrom. Any general terms and conditions of the Client are not accepted and are explicitly not applicable.

2. Agreement and rate/price

2.1. Offers and/or quotations from the Contractor are without obligation until an Agreement has been concluded.

2.2. An Agreement is concluded when the Client accepts the quotation or offer of the Contractor in writing (this includes email) or online purchase via our webshop (list building tool or API).

2.3. Unless explicitly stated otherwise, a price or an hourly rate mentioned by the Contractor is always exclusive of VAT and expenses.

2.4. The Contractor is entitled to charge the Client for any expenses incurred. Expenses are considered to be costs that appear to be necessary for the fulfilment of the assignment.

2.5. The Contractor is entitled to index the agreed prices after every 12-month period if the number of Records/data files purchased by the Client is higher than the number of records/addresses that comprised the Work at the time the Agreement was entered into.

2.6. The Contractor is authorized to engage third parties for the execution of the order.

3. Payment

3.1. Services and execution of the work take place on the basis of payment in advance, unless agreed otherwise. The Contractor shall be entitled to invoice the Client immediately upon completion of the Agreement. Invoices must be paid within the period stated on the invoice.

3.2. The Client is not authorized to suspend payment of an outstanding invoice or to set off a claim against a claim which the Client may have or pretends to have against the Contractor.

4. License to use in accordance with specified purpose

4.1. The Client is only entitled to use the Work for the specified Purpose of use unless expressly agreed otherwise in writing. The Contractor grants the Client a personal, non-exclusive and non-transferable license for this purpose for the duration of the agreement. Furthermore, the Contractor reserves the right to request from the Client evidence of their usage case. Such proof may include, but is not limited to, a copy of the mail piece, data processing facilities, procedures and documentation operated by client.

4.2. The Client is authorized to make the Work, or parts thereof, available to its end-customers solely through integration within the Client's applications. However, the Client is strictly prohibited from selling, renting out, or otherwise distributing the Work in bulk, as standalone items, or to any other third parties. For the avoidance of doubt, affiliated companies are also regarded as third parties.

4.3. Copying or reproducing the Work is only permitted for the specified Purpose of use. The Client is not authorized to make the Work public in any way whatsoever. The Work must be treated as confidential information of the Contractor (obligation of confidentiality).

4.4. In order to verify use, the Contractor will, in appropriate cases, use control addresses that do not relate to a real company or person.

4.5. If the Purpose of use is a direct marketing campaign and if data and/or information relate to private addresses or to information that can be traced back to a natural person, the Client may only use the data/information to make contact once with a private individual/natural person in connection with one direct marketing campaign, in any way whatsoever (i.e., by e-mail or telephone or by post and not by e-mail and telephone and by post). If the Client approaches a private individual or natural person by telephone, repeated calls may be made until a call has been answered. Furthermore, the contact as described in this article may not be made later than within 6 weeks after the Agreement has been concluded.

4.6. The Client is not permitted to take the Work or use it outside the Netherlands, unless explicitly agreed otherwise.

4.7. The Client is not permitted to copy the Work other than to make one copy for its own records.

4.8. The Client is obliged to store the Work in a secure and safe manner.

4.9. In the event that an obligation or restriction referred to in this article is violated, per violation the Client shall immediately forfeit to Contractor, without any notice of default being required, a penalty, which shall be payable on demand, equal to twice the sum of the amounts invoiced by the Contractor to the Client under the Agreement in the twelve months prior to the violation, without prejudice to the Contractor's right to demand compliance and/or full compensation for the damage suffered by the Contractor.

5. Duration of the Agreement

5.1. Unless agreed in writing otherwise, the Agreement will be entered into for a period of 12 months. Both the Client and the Contractor are authorized to terminate the Agreement in writing with due observance of a notice period of two months before the end of the term. If the notice is not given in time, the Agreement will be extended for the same period each time.

5.2. After the termination of the Agreement, the Client is no longer authorized to use the Work or parts thereof. The Client is obliged to destroy the data, including copies, within 5 days after the end of the Agreement. In the event that an obligation or restriction referred to in this article is violated, per violation the Client shall immediately forfeit to Contractor, without any notice of default being required, a penalty, which shall be payable on demand, equal to twice the sum of the amounts invoiced by the Contractor to the Client under the Agreement in the twelve months prior to the violation, without prejudice to the Contractor's right to demand compliance and/or full compensation for the damage suffered by the Contractor.

5.3. In case the Agreement is extended, the Contractor is entitled to index the price per Record/data files as described in article 2.5.

6. Terms and delivery

6.1. A term mentioned in the Agreement within which the Work will be delivered or the activities will be performed is indicative and never a fixed deadline. Exceeding the deadline does not constitute a default on the part of the Contractor. If the Contractor proves unable to deliver within the term, then Client will be informed of this as soon as possible.

6.2. The Work is delivered digitally by the Contractor.

6.3. If the Agreement mentions a number of addresses/files to be delivered, this number is indicative only.

7. Intellectual property rights

7.1. Client confirms and agrees that all Intellectual Property Rights in and relating to the Database Extract and Records and any other Intellectual Property Rights are and shall remain the exclusive property of the Contractor and/or its licensors.

7.2. Client has the obligation to take all such measures that may reasonably be required by Contractor in order to assist the Contractor in maintaining the validity and enforceability of the Intellectual Property Rights of the Contractor during and after the term of this Agreement.

7.3. Client will not authorize or allow any third party to do anything which might infringe, harm or damage Contractor's Intellectual Property Rights in and relating to the Database Extract or the Records, and it shall immediately inform Contractor of any infringement that it becomes aware of. Client shall, if requested by Contractor and at Contractor's expense, provide Contractor with reasonable aid and assistance in defending its Intellectual Property Rights.

8. Liability

8.1. If the Client is of the opinion that the Contractor fails in the fulfilment of the Agreement (breach of contract) the Contractor must be properly notified. This means that the Contractor must be given a prior notice of default and a reasonable period in which to fulfil his obligations.

8.2. The liability of the Contractor in respect of an attributable breach of contract is limited to direct damages and to a maximum of the sum of the amounts invoiced and paid by the Client to the Contractor in the 6 months prior to the attributable breach. This limitation of liability does not apply in the event of gross intent or deliberate recklessness on the part of the Contractor.

8.3. The direct damage referred to in article 8.2 does not in any case include: loss of profits and/or turnover, performance costs related to the Client's use of the Work delivered (such as, but not limited to, telephone or mail hours and postal charges/rates) and/or fines imposed by the government or a supervisory body.

8.4. The Contractor will not be liable in the event of force majeure. Force majeure is understood to be the usual definition of force majeure. Between the parties force majeure shall in any case include the situation in which the Contractor is unable to fulfil its obligations due to a result of viruses, unauthorized use of or access to the Contractor's systems by third parties, government measures and measures of supervisory bodies, as well as the situation that certain data sources are no longer available while this is beyond Contractor's control.

8.5. Without prejudice to the provisions of articles 8.1 to 8.4, a complaint or claim regarding the execution of the Work must be reported in writing (e-mail) to the Contractor within 30 days after delivery. After the expiry of this period, complaints will no longer be considered and all liability is excluded.

8.6. The Contractor does not guarantee that the information of which the Work consists is suitable in content for a particular purpose or that all the information is factually correct. The Contractor strives to provide data that is as up to date and factually correct as possible. The Contractor cannot guarantee this, however, as it is in turn dependent on third party sources. Inaccuracies or incompleteness cannot be entirely excluded by the Contractor, do not constitute an attributable shortcoming on the part of the Contractor and do not lead to any liability on the part of the Contractor.

9. End of the agreement

9.1. The Contractor is entitled to terminate the Agreement if the Client fails to fulfil his (payment) obligations despite proper notice of default.

9.2. The Contractor is authorized to terminate the Agreement without notice of default if the Client is declared bankrupt or if Client has been granted a suspension of payments.

9.3. For the fulfilment of the Agreement, the Contractor is dependent on the data to be supplied to it by third parties (including global data sources, local Chambers of Commerce and other sources). The Contractor is authorized to cancel the Agreement if it cannot fulfil his obligations because the owner of the database does not supply the addresses/files to him (on time).

10. Legal obligations such as GDPR, privacy legislation, Telecommunications Act

10.1. If a provision in the Agreement or General Terms and Conditions prevents the Contractor or the Client from complying with the AVG, the Dutch Data Protection Act (Uitvoeringswet Algemene verordening gegevensbescherming) or any other legal obligation in respect of privacy or telecommunications legislation (or the international equivalents of the aforementioned laws and decrees), this provision will be deemed to have no effect between the parties.

10.2. It is the Client's own obligation and responsibility to ensure that the use of the Work does not infringe any legal obligations. The Client undertakes to ensure that the use of the Work is in accordance with the applicable laws and regulations, such as but not limited to the AVG, the Dutch Data Protection Act (Uitvoeringswet Algemene verordening gegevensbescherming) and the Telecommunications Act (or the international equivalents of these laws and regulations). The Client guarantees to comply with his legal obligations. The Client indemnifies the Contractor against any claims from third parties, including supervisory authorities, relating to the violation of the aforementioned laws and regulations.

11. Various

11.1. The legal relationship between the Client and the Contractor is governed by Dutch law. Any disputes arising out of or in connection with this Agreement shall be exclusively brought before the competent court in Amsterdam, The Netherlands.

11.2. In the event of any conflict between a provision of the offer or order confirmation and these general conditions, the provision of the offer or order confirmation will prevail.