Terms of Service
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 Agreement.
1.3. Agreement: 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 (the Work), 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. Applicability: These general terms and conditions apply to all orders 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 Quotations: Offers and/or quotations from Contractor are without obligation until an Agreement has been concluded.
2.2. Conclusion of Agreement: An Agreement is concluded when Client accepts the quotation or offer of Contractor in writing (this includes email) or online purchase via our Bold Platform.
2.3. Pricing: Unless explicitly stated otherwise, a price or an hourly rate mentioned by Contractor is always exclusive of VAT and expenses.
2.4. Expenses: Contractor is entitled to charge Client for any expenses incurred. Expenses are considered to be costs that appear to be necessary for the fulfillment of the assignment.
2.5. Engagement of Third Parties: Contractor is authorized to engage third parties for the execution of the order.
2.6. Periodic Updates: If periodic updates are agreed upon, these are offered/quoted against an additional price/rate. If for any reason Contractor cannot deliver the periodic updates, the additional price/rate per missing update will be credited by Contractor. Client is not entitled to any other refund or crediting.
3. Payment
3.1. Payment Terms: Execution of the Work takes place on the basis of payment in advance, unless agreed otherwise. Contractor shall be entitled to invoice Client immediately upon conclusion of the Agreement. Invoices must be paid within the period stated on the invoice.
3.2. Payment Suspension: Client is not authorized to suspend payment of an outstanding invoice or to set off a claim against a claim which Client may have or pretends to have against Contractor.
4. License to Use in Accordance with Specified Purpose
4.1. License Grant: Client is only entitled to use the Work for the specified Purpose of Use unless expressly agreed otherwise in writing. Contractor grants Client a personal, non-exclusive, and non-transferable license for this purpose for the duration of the Agreement. Furthermore, Contractor reserves the right to request from 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. Restrictions on Use: Unless explicitly agreed as part of the Purpose of Use, Client is not authorized to sell, rent out, or otherwise make the Work or parts thereof available to third parties. Affiliated companies are also regarded as third parties.
4.3. Confidentiality and Reproduction: Copying or reproducing the Work is only permitted for the specified Purpose of Use. Client is not authorized to make the Work public in any way whatsoever. The Work must be treated as confidential information of Contractor. Client shall treat it as strictly confidential and shall not disclose the Work to third parties, whether directly or indirectly, in any form or manner whatsoever.
4.4. Verification of Use: In order to verify use, Contractor is entitled to use and will use, control addresses that do not relate to a real company or person.
4.5. Copy Restrictions: Client is not permitted to copy the Work other than to make copies for its own records.
4.6. Data Security: Client is obliged to store the Work in a secure and safe manner, meaning that all commercially reasonable measures to prevent unauthorized access to the Work have to be taken.
4.7. Penalty for Violation: In the event that an obligation or restriction referred to in this article is violated, per violation 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 Contractor to Client under the Agreement in the twelve months prior to the violation, without prejudice to Contractor’s right to demand compliance and/or full compensation for the damage suffered by Contractor.
5. Duration of the Agreement
5.1. Term: Unless agreed in writing otherwise, the Agreement will be entered into for a period of 12 months. Both Client and 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. Price Indexing: In case the Agreement is extended, Contractor is entitled to index the price per Record/Data File.
5.3. Post-Termination Obligations: After termination of the Agreement, Client is no longer authorized to use the Work or parts thereof unless explicitly agreed otherwise. 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 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 Contractor to Client under the Agreement in the twelve months prior to the violation, without prejudice to Contractor’s right to demand compliance and/or full compensation for the damage suffered by Contractor.
6. Terms and Delivery
6.1. Delivery Terms: 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 Contractor. If Contractor proves unable to deliver within the term, then Client will be informed of this as soon as possible.
6.2. Delivery Method: The Work is delivered digitally by Contractor.
6.3. Quantity Indication: If the Agreement mentions a number of addresses/files to be delivered, this number is an indication only.
7. Intellectual Property Rights
7.1. Ownership: Client confirms and agrees that all intellectual property rights in and relating to the Work and/or Records and any other intellectual property rights are and shall remain the exclusive property of the Contractor and/or its licensors. Nothing in this contract will be construed in any manner to affect or change Contractor’s ownership rights to (for example) the Work and/or Records, to trademarks, to software, to copyrights of developed or created technologies, etcetera.
7.2. Assistance in Protection: Client has the obligation to take all such measures that may reasonably be required by Contractor in order to assist 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. Third-Party Infringement: 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 Work and/or 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. Notification of Breach: If Client is of the opinion that Contractor fails in the fulfillment of the Agreement (breach of contract), Contractor must be properly notified. This means that Contractor must be given a prior notice of default and a reasonable period in which to fulfill its obligations.
8.2. Limitation of Liability: The liability of 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 Client to 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 Contractor. Direct damages do not in any case include: loss of profits and/or turnover, IT costs (any costs arising from or related to changing, fixing, and/or solving problems with the running of Client’s software applications in which the Work is used) and 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.
8.3. Force Majeure: 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 also include the situation in which Contractor is unable to fulfill 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.
8.4. Complaint Period: Without prejudice to the provisions of articles 8.1 to 8.3, a complaint or claim regarding the execution of the Work must be reported in writing (e-mail) to Contractor within 30 days after delivery. After the expiry of this period, complaints will no longer be considered and all liability is excluded.
8.5. No Guarantee of Accuracy: 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. Contractor strives to provide data that is up to date, factually correct, and as complete as possible. Contractor cannot guarantee this, however, as it is in turn dependent on (public) sources that may not provide complete coverage of all companies in a certain area. And the Work may partly consist of dynamic data or indicative data (for example, the number of employees or the turnover of a company). Inaccuracies or incompleteness cannot be entirely excluded by the Contractor, do not constitute an attributable shortcoming on the part of Contractor, and do not lead to any liability on the part of Contractor.
9. End of the Agreement
9.1. Termination for Non-Payment: Contractor is entitled to terminate the Agreement if Client fails to fulfill its (payment) obligations despite proper notice of default.
9.2. Termination for Insolvency: Contractor is authorized to terminate the Agreement without notice of default if Client is declared bankrupt or if Client has been granted a suspension of payments.
9.3. Termination Due to Data Source Unavailability: For the fulfillment of the Agreement, Contractor is dependent on data from public sources and/or on data to be supplied to Contractor by commercial third parties that own databases. Contractor is authorized to terminate the Agreement without taking into account a notice period and without being liable if it cannot fulfill its obligations because the public or private sources mentioned above are no longer available to Contractor. This deems to be the case, for example, if the owner of the database does not supply the addresses/files to Contractor (not at all or not on time) and further, for example, if the owner of the database ends the cooperation with Contractor or is only willing to continue the cooperation under substantially different (financial) terms and conditions.
10. Legal Obligations such as GDPR, CCPA, Privacy Legislation, Telecommunications Act
10.1. Compliance with Data Protection Laws: If a provision in the Agreement or these general terms and conditions prevents Contractor or Client from complying with the General Data Protection Regulation (GDPR), the applicable national GDPR implementation act such as the Dutch Implementation Act of the GDPR (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 such as the Californian Consumer Privacy Act (CCPA)), this provision will be deemed to have no effect between the parties.
10.2. Client’s Responsibility for Legal Compliance: It is Client’s own obligation and responsibility to ensure that the use of the Work does not infringe any legal obligations. 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 GDPR, the Dutch Implementation Act of the GDPR (Uitvoeringswet Algemene verordening gegevensbescherming), or any other applicable GDPR implementation act and the Dutch Telecommunications Act (or the international equivalents of these laws and regulations such as the CCPA). Client guarantees to comply with its legal obligations. Client indemnifies Contractor against any claims from third parties, including supervisory authorities, relating to the violation of the aforementioned laws and regulations.
