General Terms and Conditions
- 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 an 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).
- 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 significantly higher than the number of records/addresses that comprised the Work at the time the Agreement was entered into. A change of 10% is considered a significantly higher number of records/addresses.
- 2.6. The Contractor is authorized to engage third parties for the execution of the order.
- 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. Online purchases are always based on pre payment via our online payment provider (Mollie).
- 3.2. The Client is not authorised 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. Data/lists/addresses that purchased via our webshop are always delivered for direct marketing, research or any internal purpose.
- 4.2. The 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. Copying or reproducing the Work is only permitted for the specified Purpose of Use. The Client is not authorised 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.
- 4.7. 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. Use of the data is unlimited. Because of the GDPR obligation to keep your data updated we advise you to regularly update your purchased data. This will prevent you from receiving complaints and nuisance from your target audience. The prices for updating depend on the number of addresses that you want to update.
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 soon as possible. Lists that are purchases via our online list building tool are always delivered in realtime with a maximum of a few minutes.
- 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. On contrary, the number of addresses that you buy from our list building tool is always accurate.
7. Intellectual property rights
- 7.1. There are no copyrights, intellectual property rights and/or database rights assigned to to the Client in respect of the Work.
- 7.2. The Contractor will be authorized to state on its website and in other commercial communications the fact that they have performed work for the Client. The Contractor will also be authorized to use the Client’s logos and trademarks in this connection.
- 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 of is suitable in content for a particular purpose or that all the information is factually correct. The Contractor strives to provide data that is up to date, factually correct and as complete as possible. The Contractor cannot guarantee this, however, as it is in turn dependent on (public) 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. Legal obligations such as GDPR, privacy legislation, Telecommunications Act
- 9.1 If a provision in the Agreement or General Terms and Conditions prevents the Contractor or the Client from complying with the GDPR/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.
- 9.2 It is Clients 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.
- 10.1 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.
- 10.2 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
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