General Terms and Conditions openthebox

Definitions

1. Agreement means the agreement between the Customer and openthebox, comprising (i) the Order Form (if any), (ii) the General Terms and Conditions, (iii) the Specific Terms and Conditions, and (iv) any additional terms and conditions to which the foregoing documents refer.
2. Customer means (i) the legal entity or natural person specified in the Order Form who enters into an Agreement with openthebox, as well as (ii) any non-paying Visitor to the Website (with or without prior registration).
3. openthebox means Pulsar-IT BV, with its registered office at Havenlaan 86C 309, 1000 Brussels, registered with the Crossroads Bank for Enterprises under company number 0478.561.772, a provider of a business information service operating under the trade name openthebox.
4. Order Form means the order document, quotation or online ordering or registration process.
5. Data Protection Legislation means the European General Data Protection Regulation (GDPR) and the Belgian Act of 30 July 2018 on the protection of natural persons with regard to the processing of personal data.
6. Service(s) means (i) (access to) the dataset (Dataset) provided by openthebox to the Customer in whole or in part, whether via openthebox’s websites www.openthebox.be and/or www.openthebox.com (Website), an Application Programming Interface (API), or a bulk data delivery, and (ii) any other services and options offered by openthebox.
7. User(s) means (i) the Customer (a natural person) and/or (ii) the member(s) of Customer personnel to whom the Customer has granted permission to use the Services in accordance with the Agreement.

Scope

1. General and Specific Terms and Conditions.
   1. These general terms and conditions (General Terms and Conditions) apply to all Services and to any use (whether paid or unpaid) of the Website and/or the Dataset. In addition, specific terms and conditions apply in relation to specific Services or functionalities, as set out in Annex 1 (Specific Terms and Conditions). The General Terms and Conditions and the relevant Specific Terms and Conditions form an integral part of every proposal, quotation and every Agreement between the Customer and openthebox.
   2. The application of the Customer’s terms and conditions is expressly excluded, even if a document from the Customer (e.g. a purchase order) states otherwise.
   3. The Agreement constitutes the entire agreement between the parties in relation to the Service and supersedes all previous oral or written agreements, proposals and communications in this regard.
2. Conflict of Terms. In the event of any conflict between:
   1. the General Terms and Conditions and the Specific Terms and Conditions, the Specific Terms and Conditions shall prevail;
   2. the General or Specific Terms and Conditions and an Order Form, the General or Specific Terms and Conditions shall prevail unless the Order Form expressly refers to the provision from which it deviates.
3. Non-paying Visitors.
   1. These General and Specific Terms and Conditions also apply to non-paying visitors to the Website (whether registered or not) (Visitors), with the exception of article 6 (Fees and invoicing) and article 13.1 (Initial term and automatic renewal). In respect of Visitors the liability cap set out in 12.1 (Limitation) is lowered  to EUR 50 per claim and per year.
   2. By visiting the Website, the Visitor accepts the latest version of the terms and conditions, as available on the Website. openthebox is under no obligation to notify Visitors of any changes.
   3. openthebox reserves the right to restrict or terminate such Visitors’ access at any time and without giving any reason.
4. Trial Conditions.
   1. openthebox may offer the Customer the opportunity to evaluate the Services for a limited period (Trial Period).
   2. During the Trial Period, the General and Specific Terms and Conditions apply in full, and the Service may only be used for evaluation purposes, excluding any use in a production environment or for operational purposes.
   3. The Trial Period ends on the earliest of the following dates: (i) the expiry of the Trial Period; (ii) the start date of a paid subscription; or (iii) termination by openthebox for any reason whatsoever.
5. No consumers. The Service is intended solely for professional use. By using the Service and/or entering into an Agreement, the Customer represents that it is acting exclusively for professional purposes and not as a consumer (“consument”/“consommateur”).

Performance of the Agreement

1. Data sources. The Dataset has been compiled on the basis of various external data sources, including (without limitation) the Crossroads Bank for Enterprises, annual accounts from the National Bank of Belgium, (the annex of legal entities in) the Belgian Official Gazette, the database of the Flemish Agency for Home Affairs (“Agentschap Binnenlands Bestuur”), and newspaper articles from De Tijd and L’Echo (Data Sources). An up-to-date overview of the various sources can be consulted via the Trust Centre.
2. Terms and conditions for De Tijd and L’Echo. The use of newspaper articles from De Tijd and L’Echo is subject to the following additional terms and conditions:
   • De Tijd: https://www.tijd.be/service/algemene-voorwaarden;
   • L’Echo: https://www.lecho.be/service/conditions-generales.
3. AI and automated calculations. Certain features (e.g. AI summaries) are based on artificial intelligence (AI) without any additional human oversight. The Customer acknowledges that such information may be incorrect and/or inaccurate. The Dataset also contains indicators (e.g. the financial health indicator and the indicative valuation), financial ratios and other data (e.g. the cash flow statement), which are calculated automatically on the basis of the limited, raw data from the Data Sources without any additional human oversight. As further explained on the Website, these are purely indicative indicators, ratios and data based on certain assumptions without taking all relevant factors into account.
4. No advice or recommendation. The Services do not constitute financial, tax, legal or strategic advice, nor do they constitute a recommendation to enter into any transaction or business relationship, and they shall not be used as the sole basis for decision-making. The Customer acknowledges that the use of this information is at its own risk and must always take into account the additional instructions and explanations as published on the Website. The Customer must verify whether the Service meets their specific requirements. openthebox shall not be liable for any decisions or conclusions drawn by the Customer on the basis of the Services.
5. No warranties. openthebox endeavours to provide high-quality services. However, as openthebox has no influence or control over the content of the Data Sources, it accepts no liability whatsoever for inaccuracies, errors or other defects in the Data Sources. The Services are provided on an ‘as is’ basis without any warranty as to their availability, accuracy, completeness or suitability. In particular, availability may be temporarily interrupted for upgrades, updates or maintenance, and due to external circumstances beyond openthebox’s reasonable control (e.g. connectivity issues or technical problems with the Data Sources or with openthebox’s hosting provider). Given the nature of the Services, the operation of the Data Sources and the large volume of data, the Customer accepts that the Dataset may contain inaccurate, out-of-date and/or incorrect data.
6. Links to third-party websites. The Website may contain links to third-party websites. openthebox has no control over the nature, content and availability of such websites and therefore accepts no liability whatsoever in this regard.

Right of use and restrictions

1. Right of use.
   1. During the term of the Agreement, openthebox grants the Customer a limited, non-exclusive, non-transferable, non-sublicensable right of use in respect of the Dataset, solely for lawful and internal business purposes and as further specified in the Agreement.
   2. Access to the Services is strictly limited to the maximum number of Users as set out in the Order Form. The functionalities and the type of data to which the Customer has access vary depending on the type of licence the Customer has ordered.
   3. Unless expressly agreed otherwise, the right of use is limited to the European Economic Area (EEA). In the event of any extension beyond the EEA to countries where an adequate level of protection does not apply, the Parties undertake to take appropriate measures, including, for example, entering into an addendum based on the European Commission’s standard contractual clauses.
2. Restrictions. It is prohibited to:
   1. in respect of the Services and/or the Dataset:
      • to resell, sublicense, distribute or otherwise make them available to third parties (including members of Customer’s personnel who are not Users), or to use them, or allow them to be used, for the benefit of third parties;
      • to use them to build a competing product or service, or to create a product or service that is substantially comparable in terms of functionality;
      • to use them for direct marketing purposes;
      • to use them in a manner that (i) contravenes the Agreement, applicable legislation and/or the terms of use of the Data Sources, or (ii) damages or may damage the reputation of openthebox;
   2. to decompile, reverse-engineer or disassemble any software, API or other Service(s), functionality/functionalities, or process(es) accessible via the Website;
   3. to use robots, spiders, crawlers or any other programme, algorithm or tool, or any similar or equivalent process, to automatically search for, scrape, extract, index or gather information from or via the Website and/or the Dataset;
   4. to retrieve a substantial part of the Dataset or to retrieve, repeatedly and systematically, non-substantial parts of the Dataset, where this has the purpose or effect of reconstructing the Dataset, in whole or in part, or of adversely affecting the normal exploitation of the Dataset or the legitimate interests of openthebox.
3. TDM opt-out. openthebox expressly reserves all rights in relation to text and data mining (TDM) within the meaning of Article 4 of Directive (EU) 2019/790 (the DSM Directive) and its transposition into Belgian law in the Code of Economic Law. Any reproduction, retrieval, extraction and/or reuse of the Website, the Dataset or any part thereof for the purposes of text and data mining and/or the training, development, fine-tuning or improvement of artificial intelligence systems, generative AI or large language models (LLM), is reserved and not permitted without the prior, express and written consent of openthebox. This reservation applies to both the elements protected by copyright and the (sui generis) database right.
4. Fair use policy. The use of the Services and the Dataset is subject to openthebox’s applicable fair use policy. This policy is designed to prevent misuse, excessive and/or systematic data extraction that goes beyond normal business use by a natural person.

Obligations of the Customer

1. Accounts. Paid accounts may only be created using a professional email address that (i) contains the name of the individual User (e.g. not info@...) and (ii) is linked to the Customer’s domain name or organisation (e.g. firstname.lastname@company.com). General or shared email addresses are not permitted. Each account is strictly personal. The Customer and Users are expressly prohibited from sharing login details or passwords, both within their own organisation (with members of Customer personnel who are not Users) and with third parties outside the organisation. Users must choose strong passwords. The Customer undertakes to immediately deactivate paid accounts linked to employees who are no longer active within the Customer’s organisation. openthebox reserves the right to impose additional security measures (e.g. multi-factor authentication).
2. Responsibility for Users. The Customer bears full responsibility for all actions carried out under its accounts. The Customer undertakes: (i) to ensure that all Users comply with the Agreement and applicable legislation, (ii) to notify openthebox immediately of any (suspected) unauthorised use and (iii) to indemnify and hold openthebox harmless against any claim arising from a breach by the Customer and/or its Users of this Agreement and/or applicable law.

Fees and invoicing

1. Discounts. Unless expressly agreed otherwise, any discounts apply only during the initial term of the Agreement.
2. Upgrades and downgrades. The Customer may request an upgrade (e.g. an increase in the number of Users, the ordering of optional Services or a change to a more expensive subscription) at any time during the then-current contract term. The additional fee shall be calculated on a pro rata basis for the remaining duration of the then-current contract term and is payable immediately. A downgrade (e.g. a reduction in the number of Users, the removal of optional Services or a switch to a cheaper subscription) must be requested no later than one month before the end of the then-current contract term and will only take effect upon the next automatic renewal.
3. Invoicing and payment.
   1. openthebox invoices its Services in advance at the start of each billing period. Invoices are payable within 30 days of the invoice date. In the absence of a substantiated objection before the due date, the invoices shall be deemed to have been irrevocably accepted.
   2. In the absence of timely payment: (i) all outstanding invoices shall become immediately due and payable; (ii) the Customer shall, by operation of law and without prior notice of default, owe default interest in accordance with the Late Payment Act of 2 August 2002 from the due date of the invoice until full payment has been made, with each month started counting as a full month; (iii) openthebox is entitled to lump-sum compensation of 15% of the outstanding amounts, subject to a minimum of EUR 175, and (iv) openthebox is entitled to suspend its Services. These rights are without prejudice to openthebox’s right to claim compensation for legal and other recovery costs incurred as a result of the non-payment, or for other items of damage not caused solely by the non-payment, provided that evidence of such higher actual damage is provided.
   3. Unless openthebox is legally obliged to do so, fees already paid will not be refunded.
4. Taxes and charges. All amounts stated are exclusive of VAT, taxes or other similar levies. All payments must be made in full, without any set-off, counterclaim, withholding or deduction of any kind. The Customer shall bear all bank and/or transaction costs associated with the transfer of the amounts due, such that the full net invoice amount is credited to the bank account designated by openthebox. If the Customer is required by law to apply any withholding or deduction (including, but not limited to, withholding tax) to an amount due, the amount payable by the Customer shall be increased to the extent necessary to ensure that, after deduction or withholding of the relevant tax, openthebox receives and retains a net amount equal to the amount it would have received had no such deduction or withholding been required.
5. Indexation. openthebox is entitled to index its fees annually in accordance with the following price revision formula: p = P * [0.80 * (s/S) + 0.20], where:
   • “p” = the new amount;
   • “P” = the amount applicable prior to the indexation;
   • “s” = the index for the reference labour cost for companies in the digital sector, published by Agoria (or its successor) (the Index) one month prior to the indexation;
   • “S” = the value of the Index one year and one month prior to the indexation.
     
     The indexed amounts apply as from the next annual renewal of the Agreement or, where the Agreement is concluded for a term of less than one year, as from the first anniversary of its conclusion or of the last indexation. The application of this formula shall not give rise to a reduction in the fees, nor to a specific termination right.
6. Price change.
   1. In addition to the right set out in article 6.5 (Indexation), openthebox is entitled to adjust the fees annually on valid grounds, including, without limitation, in the event of product improvements and/or rising supplier costs (e.g. infrastructure costs, licences, etc.).
   2. openthebox will notify the Customer in writing of the price change and the date on which it will take effect (usually upon the next automatic renewal). The Customer may object to the price change in writing by terminating the Agreement with effect from the next renewal date. If the period between the notification and the date on which the price adjustment takes effect is less than one month, the Customer shall have a notice period of one month from the date of notification.

Online subscriptions

1. General. This clause contains specific provisions that apply only to Customers who take out a subscription via the Website with a recurring payment by credit card or another online payment method supported by openthebox (an Online Subscription).
2. Billing period and payment.
   1. When taking out an Online Subscription, the Customer chooses either a monthly or annual billing period and accepts that at the start of the subscription and subsequently upon each renewal, the applicable fee will be automatically debited from the payment method provided by the Customer. If an automatic debit fails, openthebox is entitled to suspend access to the Services immediately until payment has been received.
   2. Online payments are processed by an external payment provider (currently Stripe). By taking out an Online Subscription, the Customer accepts the applicable terms and conditions of the payment provider.
3. Term. The initial subscription term is equal to the chosen billing period (monthly or annually). The Online Subscription is automatically renewed for successive periods equal to the chosen billing period, unless the Customer cancels the subscription before the end of the then-current billing period via their account settings on the Website. The cancellation takes effect on the first day following the end of the then-current billing period.
4. Price changes. By way of derogation to article 6.6, openthebox will notify Customers with monthly contracts of any price change at least 14 days (instead of one month) before the renewal.

Intellectual property

1. No transfer. openthebox and/or its suppliers retain all intellectual property rights, including, without limitation, copyright, (sui generis) database rights and trademark rights, in relation to their trademark(s), logos, the form and content of the Website, the Dataset, the Services as well as any other information, design or creation of any kind whatsoever offered by openthebox to the Customer. The layout and structure of the Websites, including but not limited to the content of the HTML, JavaScript and CSS files, are also the property of openthebox, for which all rights are reserved.
2. Feedback. Any suggestions, ideas or comments provided by the Customer in relation to the Service (Feedback) are provided voluntarily and are not confidential. The Customer grants openthebox a worldwide, irrevocable, royalty-free and sublicensable right to use the Feedback for any purpose whatsoever, without any compensation or obligation towards the Customer.

Monitoring, suspension and audit

1. Monitoring and suspension. openthebox is entitled to monitor compliance with the Agreement (automatically) and to suspend the Service immediately in the event of reasonable suspicions of misuse. openthebox will then consult with the Customer as soon as possible to jointly investigate and determine whether such misuse has indeed taken place.
2. Audit. The Customer undertakes to cooperate fully with the joint investigation and, to that end, to grant full access to all its equipment, facilities and systems insofar as these relate (or may relate) to the incident in question. Unless there are serious suspicions of fraud, an audit at the Customer’s physical premises shall take place no more than once a year, only during normal working hours and following a reasonable period of notice.

Confidentiality

1. Definition. Confidential Information means: all information disclosed by one party (the Disclosing Party) to the other party (the Receiving Party), which is expressly designated as confidential or which the Receiving Party ought reasonably to have known to be confidential. This term includes, in any event, technical information relating to the Services and the commercial arrangements.
2. Obligations. The Receiving Party undertakes to:
   • keep the Confidential Information strictly confidential and use such information solely for the purpose of performing the Agreement;
   • share the Confidential Information only with employees or (sub-)contractors who require it for the performance of the Agreement, provided that they are bound by similar confidentiality obligations;
   • exercise at least a reasonable degree of care to protect the Confidential Information against unauthorised access.
3. Exceptions. The duty of confidentiality shall not apply to information in respect of which the Receiving Party can demonstrate that it:
   • is already in the public domain or has become public knowledge, without the Receiving Party having breached any obligation;
   • was already lawfully in its possession before it received it from the Disclosing Party;
   • has been developed independently by it without making use of the Confidential Information;
   • was lawfully obtained from a third party who was not subject to any duty of confidentiality in respect of that information.
4. Legal obligation. If the Receiving Party is legally obliged or compelled by an order of a competent authority to disclose Confidential Information, this is permitted provided that (i) the Receiving Party informs the Disclosing Party of this in advance (to the extent permitted by law) and (ii) the parties shall use their best endeavours to limit the disclosure to what is strictly necessary.
5. Duration. The obligations under this article 10 (Confidentiality) shall remain in force for the duration of this Agreement and for a period of 2 years thereafter.

Processing of personal data

1. The Dataset primarily contains publicly available data, some of which may qualify as personal data within the meaning of the Data Protection Legislation.
2. openthebox as data controller. In certain cases, openthebox acts as the data controller, in particular when compiling the Dataset, for the purposes of its normal business administration and in the context of the performance of the Agreement.
   
   For further information, please refer to the Privacy Statement (https://openthebox.com/en/privacy-policy) and the Cookie Statement (https://openthebox.be/cookies). The Customer undertakes to inform its Users about the Privacy Statement.
3. The Customer as data controller. With regard to the Customer’s use of the personal data from the Dataset, the Customer alone (to the exclusion of openthebox) is responsible for compliance with the Data Protection Legislation and any other applicable legislation. The Customer therefore accepts and confirms that, in respect of any such use, it will be regarded as the data controller within the meaning of the Data Protection Legislation and is obliged to fulfil all obligations in this regard, including, without limitation, those relating to purpose limitation, transparency and international data transfers. openthebox offers no guarantees in this regard and shall in no way be liable for the Customer’s (further) use of the Dataset. Both Parties expressly exclude any designation as joint data controllers.

Liability

1. Limitation. To the extent permitted under applicable law, openthebox’s liability is limited to:
   • proven and direct loss or damage resulting from its gross negligence, wilful misconduct or fraud, to the exclusion of any indirect or consequential loss or damage, including (without limitation) loss of profit or revenue, lost commercial opportunities, loss or damage to data, loss of customers, loss of goodwill, damage to reputation and the costs of substitute services;
   • EUR 1,000 per damaging event (or series of related damaging events) and, per contract year, up to the lower of the following amounts: (i) the fees paid by the Customer in the contract year in which the damage occurred or (ii) EUR 7,500.
2. Limitation period. On pain of forfeiture, the Customer must bring a legal claim under the Agreement within 12 months of the date on which the Customer discovered, or ought reasonably to have discovered, the breach or other cause of the claim.
3. Auxiliaries. Each party agrees not to bring any claim personally against the other party’s employees, directors, contractors, subcontractors or other agents in respect of or in connection with the Agreement. Such claims may only be brought against the other party.

Term and termination

1. Initial term and automatic renewal.
   1. Paid Agreements are entered into for an initial term as stated in the Order Form. Upon expiry of the initial term, the Agreement shall be automatically renewed for successive periods of one year each, unless either party gives a written non-renewal notice at least one month before the end of the then-current term. If the Order Form does not specify an initial term, the initial term shall be one year.
   2. For Online Subscriptions, the alternative arrangements set out in article 7 (Online Subscriptions) shall apply.
2. Termination.
   1. Without prejudice to any other legal remedies, either party may terminate the Agreement by giving written notice to the other party in the following cases, without payment of any termination compensation and without the need for a court order:
      • a material breach by the other party which, if remediable, the other party fails to rectify within one month of being requested to do so in writing. A material breach shall include, amongst other things, the Customer’s failure to pay, or late payment of, two consecutive invoices;
      • deception, fraud or wilful gross negligence on the part of the other party;
      • if the other party ceases its activities without a legal successor assuming its obligations under the Agreement; or
      • if the other party becomes the subject of a final bankruptcy order (without the possibility of appeal) or a winding-up (other than in the context of a solvent restructuring or merger).
   2. openthebox is entitled to terminate the Agreement immediately, without any grace period, in the event of a serious breach of article 4 (Right of Use and Restrictions).

Changes

1. Valid Reasons. For the purposes of this article, Valid Reasons include, without limitation: (i) changes to or new legislation or regulations (or interpretations thereof); (ii) technical or operational necessity; (iii) a change implemented by suppliers, or the amendment or termination of an agreement between openthebox and a supplier; (iv) changes in economic circumstances or product strategy; or (v) unforeseeable circumstances not attributable to openthebox which make the performance of the Agreement exceptionally onerous.
2. Changes to the General or Specific Terms and Conditions.
   1. openthebox is entitled to modify the General and/or Specific Terms and Conditions on the basis of a Valid Reason. openthebox shall notify the affected Customers of any such amendments in advance.
   2. Except in the case of amendments that are a direct consequence of changes to (interpretation of) legislation or regulations, the Customer has the right to object in writing to amended terms having a negative impact on the Customer, stating their reasons, within one month of receiving the notification. In the event of a valid and reasoned objection by the Customer, openthebox may elect to:
      • maintain the Agreement under its existing terms until the end of the then-current contract term (after which the Agreement expires), without applying the proposed amendments to the Customer concerned; or
      • offer the Customer the right to terminate the Agreement free of charge, such right to be exercised within one month of receipt of openthebox's reply.
3. Changes to the Service.
   1. The Service is an evolving Service offered via a multi-tenant software-as-a-service model. Consequently, the Service cannot be tailored to the requirements of individual Customers and openthebox may implement changes at any time and without prior notice, provided they do not have a significant negative impact on the Customer (such as new or improved functionalities, bug fixes, security, maintenance and infrastructure measures).
   2. openthebox will only implement changes to, or partial discontinuations of, the Service that have a significant negative impact on the Customer on the basis of a Valid Reason. Where possible, openthebox will notify the Customer of this in writing prior to the changes taking effect. The Customer may then terminate the Agreement or the relevant option free of charge within one month of receiving such notice.
   3. A change has a “significant negative impact” if it substantially and permanently reduces the core functionality of a part of the Service that the Customer actually uses.

Miscellaneous

1. Customer references. openthebox is entitled to use the Customer’s trademarks and logo(s) as customer references.
2. Severability. If any provision of the Agreement is found to be invalid, void or unenforceable, this shall not affect the validity or enforceability of the remaining provisions. In such event, the parties shall replace the affected provision with a valid and enforceable provision that reflects, as closely as possible, the purpose and economic effect of the original provision.
3. Assignment. The Customer authorises openthebox to assign, in whole or in part, its rights and obligations under the Agreement, including its contractual position, to an affiliated company (as defined in article 1:20 of the Companies and Associations Code) of openthebox.
4. Waiver of rights. A waiver of a right or a legal remedy may only be made in writing and must be specific.
5. Notices. All notices to openthebox must be in writing and sent to the email or postal address stated in the Order Form or to legal@openthebox.com.
6. Language versions. The General and Specific Terms and Conditions are available in various languages. In the event of any discrepancy, inconsistency or ambiguity between language versions, the Dutch version shall prevail.
7. Complaints. Complaints regarding the Services must always be reported in writing within 8 days of the issue being identified. The mere submission of a complaint does not release the Customer from their payment obligation.
8. Governing law and competent court. The Agreement is governed by Belgian law. Any disputes arising in connection with the Agreement that cannot be resolved amicably shall fall within the exclusive jurisdiction of the Dutch-speaking courts of Brussels.

Appendix 1: Specific Terms and Conditions

Bulk dataset delivery

1. If the Customer enters into a specific Agreement for the receipt of a copy of (part of) the Dataset, the following additional terms and conditions shall apply:
   1. the Customer is entitled to download the received copy;
   2. the Customer may use this copy for one month following receipt:
      • for purely internal purposes in accordance with the General Terms and Conditions, within its own organisation and exclusively by the permanent staff of that specific organisation. Any disclosure of the Dataset or parts thereof to third parties is prohibited; and
      • to (i) analyse, copy and share the Dataset internally; (ii) to extract data from the Dataset via targeted searches in online services, provided that such searches do not result in substantial parts of the Dataset becoming publicly available; (iii) to combine data with other datasets; and/or (iv) to identify patterns within it and to publish the resulting findings.
   3. However, the Dataset must never be used in any way that is identical or substantially similar to the functionality offered by openthebox itself.
2. Given that the data in the Dataset is continuously updated and may quickly become out of date, the Customer may only use the copy received for a period of one month following receipt. Upon expiry of that period, the Customer undertakes to delete the copy received, as well as all copies and derivatives thereof, in their entirety.
3. The Customer undertakes to take appropriate technical and organisational measures to secure access to the Dataset against loss or misuse, and to keep these measures up to date. These measures shall guarantee, taking into account the state of the art and the costs of implementation, a level of security appropriate to the nature of the Service.

API

1. By entering into a specific API Agreement, the Customer obtains the right, for the duration of the API Agreement, to:
   1. carry out targeted searches for data within the Dataset, via an HTTP REST interface, on the Website;
   2. search for specific data within the Dataset on the Website via the API application from their internal systems.
2. It is not permitted to use the API application for the systematic retrieval of data in batches.
3. The software and hardware infrastructure comprising the API application is updated on a regular basis; this includes new functionalities, bug and security fixes, changes to the formats of the source data, etc. openthebox endeavours to make these updates in a manner that is backwards compatible with the current version of the software. However, where this is not possible, openthebox will do its utmost to communicate the changes to the Customer as clearly as possible, and, as far as reasonably practicable, at least one month prior to these updates going live.
4. The Customer undertakes to take appropriate technical and organisational measures to secure access to the Dataset against loss or misuse, and to keep these measures up to date. These measures shall guarantee, taking into account the state of the art and the costs of implementation, a level of security appropriate to the nature of the Service.

Dutch data

To make available the Dutch data option (Dutch Data), openthebox uses data supplied by Company.Info B.V. (with its registered office at Abram Dudok van Heelstraat 2, Amsterdam, Chamber of Commerce number 33302047). The following specific additional terms and conditions apply to the Dutch Data:

1. Users will only use the Dutch Data in the normal exercise of their profession, business, or similar activities, including government tasks, and will under no circumstances sell, license, reproduce or distribute the information contained in the Dutch Data outside their organization or use or allow to be used in any other way.
2. Users will only use the Dutch Data in the context of promoting and supporting the economic activities of the Customer, including, but not limited to, gaining market insight, know your customer activities and other applications to ensure legal certainty in trade. Users will not use the Dutch Data for any other or personal purpose.
3. The Customer warrants that it has taken appropriate technical and organisational measures to protect the Dutch Data against loss or misuse, and to keep these measures up to date. These measures guarantee a level of security appropriate to the nature of the Dutch Data, considering the state of the art and the costs of implementation.
4. The Customer guarantees that, when using the Dutch Data, it will at all times comply with all relevant, applicable Dutch and international laws and regulations and will not act (or allow others to act) in contravention of public policy (as determined by Company.Info and/or openthebox). Such forbidden conduct shall in any event be understood to include the use of the Dutch Data for:
   • the distribution of unsolicited email messages to third parties;
   • marketing activities targeting individuals, organisations or businesses with a so-called ‘Non-Marketing Indicator’ (from Company.Info);
   • contacting individuals by telephone without their prior consent; or
   • automated decision-making – i.e. without human intervention – which directly affects a natural person, unless that person has given its explicit consent.
5. Data from the Dutch Land Registry (“Kadaster”), data to which the Chamber of Commerce’s Non Mailing Indicator (NMI) or Company.Info’s Non Marketing Indicator is linked, and the ‘New Registration’ data (entry) in the Commercial Register may not be used by the Customer for direct marketing or unsolicited contact.
6. The Customer undertakes not to use any information that has been restricted or otherwise made unavailable by openthebox, or in respect of which openthebox has indicated that such information may not be used.
7. The Customer shall indemnify openthebox and Company.Info against all claims by third parties arising from non-compliance with the Agreement and shall compensate openthebox and/or Company.Info for all losses suffered or to be suffered as a result of such third-party claims, including the actual costs incurred for legal assistance and any penalties imposed by an enforcement authority.
8. The Customer is expressly prohibited from removing or altering any notices from rights holders and/or openthebox that indicate a restriction on the use of the Dutch Data. Nor is the Customer permitted to alter or remove any source attribution. The same applies to notices stating that certain information is of a confidential nature.
9. In the event of non-compliance with article 4.2 (Restrictions) of the General Terms and Conditions or of any provision of the Specific Terms and Conditions for the Dutch Data, the Customer shall owe openthebox an immediately payable penalty of EUR 10,000 per breach, both during and after the term of this Agreement, without prejudice to openthebox’s right to demand performance thereof and/or, notwithstanding Article 5.88 of the Civil Code, to claim full compensation and/or to terminate the Agreement with immediate effect, without notice of default and without being liable for any damages.
10. If, at any time, a User fails to comply, or fails to comply in a timely manner or in full, with any obligation under article 4.2 (Restrictions) of the General Terms and Conditions or any provision of the Specific Terms and Conditions for Dutch Data, openthebox shall be entitled to immediately and without prior notice deny all Users access to the Dutch Data, whether temporarily or otherwise, and to suspend further performance of its obligations under the Agreement for an indefinite period, without being liable for any compensation or damages.