General and Specific Terms and Conditions of openthebox

1.1.1.

Pulsar-IT BV, established at Havenlaan 86C 309, 1000 Brussels, registered with the Crossroads Bank for Enterprises under number BE 0478.561.772 (hereinafter ‘Pulsar-IT’) acts as a trade information office/supplier in respect of the dataset it offers in various ways(hereinafter ‘Dataset’).

1.1.2.

These general terms and conditions (hereinafter ‘General Terms and Conditions’) apply to and form an inseparable part of every proposal, quotation and agreement (hereinafter ‘Agreement’) between the user of the Dataset (hereinafter ‘Customer’, ‘he’, ‘him’ or ‘his’) on the one hand and Pulsar-IT on the other hand, irrespective of the type of service(s) and regardless of whether the services relating to the Dataset are provided by Pulsar-IT or a third party/supplier. Any Agreement is binding on Pulsar-IT only upon the acceptance by the Customer of these General Terms and Conditions. The obligations of users and limitations on use under these General Terms and Conditions also apply in any case to any actual use of the Dataset (e.g. by an anonymous user).

1.1.3.

Attached to these General Terms and Conditions are Specific Terms and Conditions relating to well-defined products and/or services provided by Pulsar-IT in relation to the Dataset. These Specific Terms and Conditions form an inseparable part of the General Terms and Conditions. In the event of a contradiction between the content or scope of the General Terms and Conditions and the Specific Terms and Conditions, the Specific Terms and Conditions shall prevail. Pulsar-IT is not bound by this Agreement if (some of) these General Terms and Conditions do not apply.

1.2.1.

With respect to the functioning of the Website as well as any other means through which the Dataset is made available, Pulsar-IT provides its services to the best of its ability and according to professional standards of practice. Nevertheless, Pulsar-IT cannot guarantee continuous availability. Circumstances such as a temporary delay or unavailability, for example due to updates or maintenance, cannot give rise to any damages or other financial compensation payable by Pulsar-IT.

1.2.2.

The Dataset was built on the basis of the Data Sources indicated below, through the efforts made in good faith by Pulsar-IT. However, given its dependence on third-party sources, Pulsar-IT itself cannot give any guarantee regarding the accuracy, timeliness, completeness or suitability of the Dataset that is made available and the inferences the Customer draws from this, for example regarding (in)solvency.

1.2.3.

Accordingly, the Customer acknowledges that the Dataset may contain inaccuracies or errors and by itself is not sufficient to draw inferences from this, and Pulsar-IT therefore expressly excludes any liability for such inaccuracies or errors in the Dataset to the extent and degree permitted by law. It is always the sole responsibility of the Customer to ensure that all information and materials as well as the Dataset meet its specific requirements.

1.3.1.

The Dataset was created through a combination of the following data sources, including, but not limited to (hereinafter ‘Data Sources’):


The publicly available data from the Crossroads Bank for Enterprises;
The annual accounts of the National Bank of Belgium;
Data from the annex of legal entities of the Belgian Official Journal;Political mandates as published in the Belgian Official Journal;
Local government data as available in the ABB database.

1.4.1.

Provisions such as prices, invoicing and delivery terms for the use of the Dataset shall, if applicable, be determined in a customised quotation (Agreement).

1.4.2.

Prices may be adjusted annually, from signature by Pulsar-IT, on the basis of an objectively observable increase or decrease in costs such as personnel costs, costs of independent employees or operating costs, in accordance with all legal requirements in this regard. If necessary, Pulsar-IT shall inform the Customer via the email address mentioned in the Agreement of the foreseen price revision as well as its entry into force on the next due date. The Customer may oppose the proposed price revision, by terminating the Agreement by the next expiry date of the Agreement or, if the period between the notification and the entry into force of the changes is less than one month, within a period of two months from the notification of the changes, by sending an unambiguous communication to Pulsar-IT via the aforementioned email address.

1.4.3.

In the event of full or partial non-fulfilment by the Customer of its payment obligation, for any reason whatsoever, the Customer shall owe default interest to Pulsar-IT by operation of law and without prior notice of default from the due date and until the day of full payment, calculated on the basis of the Law of 2 August 2002 on combating late payment in commercial transactions (Euribor). In this case, Pulsar-IT is furthermore entitled to fixed compensation of 15% on the outstanding amounts, with a minimum of EUR 175. These rights are without prejudice to the right of Pulsar-IT to claim compensation for the judicial recovery costs caused by the non-payment or for other damages not purely caused by the non-payment, subject to proof of such higher damage actually incurred.

1.5.1.

Pulsar-IT holds the intellectual property rights, including, but not limited to, copyright, database rights and trademark rights, in relation to its trademark(s), logos, the form and content of the website (‘Website’), the Dataset as well as any other information, design or creation in any sense offered by Pulsar-IT to the Customer under an Agreement. The layout and logic of the Website, including, but not limited to, the content of the HTML, JavaScript and CSS files, are also the property of Pulsar-IT, for which all rights are reserved.

1.5.2.

Any use of part or all of the Website or the Dataset, in any form, including, but not limited to, the structure, content, form or composition of the Dataset, is prohibited without the prior express permission of Pulsar-IT, but with the exception of subsequent permitted limited use by the Customer (personal, limited, non-exclusive, non-transferable user licence for which the costs shall be determined in the Agreement where applicable):

Print or download to a local hard drive for non-commercial purposes.

Reproduce to individual third parties for non-commercial use, provided that the Customer explicitly mentions the Website or other service of Pulsar-IT (as applicable) as the source.

1.5.3.

The Customer expressly acknowledges that he does not own, nor shall or be able to acquire any intellectual rights now or in the future to any trademark(s), logos, the structure, form and content of the Website, the Dataset as well as any other information, design or creation in any sense in the context of the services or products of Pulsar-IT.

1.5.4.

The Customer warrants that his use of the Dataset or any use of the Dataset expressly authorised or not by Pulsar-IT shall in no way cause Pulsar-IT to infringe any laws, contracts or rights of third parties. The Customer undertakes to indemnify and hold Pulsar-IT harmless on demand, free of charge and in full, for any direct and indirect damage resulting from non-compliance by or on behalf of the Customer with these General and/or Specific Terms and Conditions and/or the Agreement.

1.6.1.

‘Confidential Information’ means all written, visual, oral and electronic data and information relating to the activities, products, prices, proposals and formulas of Pulsar-IT disclosed to the Customer under the Agreement. Confidential Information includes, but is not limited to, product or service compositions, discounts or benefits, as well as any other technical and business information of any kind not intended for the public.

1.6.2.

The Customer undertakes to keep Confidential Information obtained under the Agreement strictly confidential and not to disclose it or cause it to be disclosed in any manner whatsoever except with the express permission of Pulsar-IT.

1.6.3.

Pulsar-IT undertakes to treat as confidential any data of the Customer designated as ‘confidential’ by the Customer and not to disclose such data unless approved by the Customer.

1.6.4.

These obligations of confidentiality do not apply to disclosures resulting from a legal obligation or court order, if and to the extent that such disclosures are strictly limited to that effect. In such cases, the disclosing party (the Customer or Pulsar-IT, as the case may be) undertakes to notify the other party (the Customer or Pulsar-IT, as the case may be) immediately and cooperate in good faith to limit the disclosure to what is strictly necessary.

1.6.5.

However, confidential information/Confidential Information shall not include information that:
‍
is already in the public domain at the time of disclosure by the disclosing party (the Customer or Pulsar-IT, as applicable);

becomes part of the public domain by publication or otherwise, but other than by breach of this Agreement by the receiving party (the Customer or Pulsar-IT, as applicable);

was lawfully in the possession of the receiving party (the Customer or Pulsar-IT, as applicable), without limitation as to confidentiality or use, at the time of disclosure by the disclosing party (the Customer or Pulsar-IT, as applicable);

is provided to the receiving party (the Customer or Pulsar-IT, as applicable), without limitation as to confidentiality or use, by a third party who is legally entitled to be in possession of such Confidential Information/confidential information and who does not thereby breach any contractual or legal obligation to the providing party (the Customer or Pulsar-IT, as applicable).

1.6.6.

The confidentiality obligation applies for as long as the Confidential Information/confidential information is confidential by its nature, with a minimum of 2 years after the end of the Agreement.

1.6.7.

In the event of a breach of this confidentiality obligation by the Customer, the Customer shall owe Pulsar-IT liquidated damages of EUR 5,000 per breach, without prejudice to the right of Pulsar-IT to claim additional damages in the amount of its actual damages incurred.

1.7.1.

The Dataset contains publicly available data, some of which may qualify as personal data within the meaning of the European General Data Protection Regulation and Belgian Privacy Law of 30 July 2018 (hereinafter collectively ‘Privacy Legislation’).

1.7.2.

The Customer himself, to the exclusion of Pulsar-IT, is responsible for compliance with the Privacy Legislation as well as any other legislation applicable to his own use of the personal data contained in the Dataset. The Customer therefore accepts and confirms that in any such use he shall be qualified as a data controller within the meaning of the Privacy Legislation and is obliged to fulfil all obligations in this regard, including, but not limited to, the purpose limitation and transparency obligation. Pulsar-IT itself offers no warranties or guarantees in this regard, and shall in no way be able to vouch for any consequences of this (further) use that the Customer makes of the Dataset.

1.7.3.

When the Customer contacts Pulsar-IT or enters into an Agreement for use of the Dataset, when the Customer makes use of the Website and/or the Dataset or when a person is included in the Dataset, Pulsar-IT may process such personal data in accordance with the Privacy Legislation. In such cases, Pulsar-IT shall act as data controller. For more information on the use of personal data by Pulsar-IT as data controller, the data subject should read the Privacy Statement and Cookie Statement.

In addition to the provisions on liability set out elsewhere in these General and/or Specific Terms and Conditions and/or the Agreement(s), the following specific provisions apply:

1.8.1.

The Customer must refrain from any use of the Dataset, in any manner and under any Agreement, which is contrary to applicable legislation, good faith and/or the limitations imposed by the aforementioned Data Sources as well as any other use that in any way damages or may damage the honour and reputation of Pulsar-IT. This implies, among other things, that the Dataset may not, without being limited in this respect, be used by the Customer for direct marketing or advertising purposes, or for matters that are in any way unlawful under applicable law.

1.8.2.

The Customer is responsible for his own passwords for the use of the services of Pulsar-IT and shall bear full responsibility for any damage resulting from any error or carelessness on the part of the Customer in this regard. The Customer therefore undertakes to indemnify Pulsar-IT in full on demand for any damage Pulsar-IT might suffer as a result.

1.8.3.

Pulsar-IT has no influence over the content of the Data Sources and therefore accepts no liability for errors or defects in the Data Sources. No use of the Dataset is permitted if it is also not permitted by making direct use of the original Data Sources.

1.8.4.

Except in cases of serious error, fraud or intent, the liability of Pulsar-IT is in any case limited to demonstrable direct damage for a maximum amount of 100 000 EUR, excluding all indirect damage or consequential damage including but not limited to reputational damage, lost profit, missed commercial opportunities and loss of data.

1.8.5.

A flagrant breach by the Customer of one or more provisions of these General Terms and Conditions and/or the Agreement(s) shall constitute gross misconduct and shall entitle Pulsar-IT to terminate the Agreement and consequently the right to use the Dataset with immediate effect.

These General Terms and Conditions apply from and for as long as the Customer uses or commissions the Dataset, regardless of which Agreement, if any, applies in this regard. Termination of these General Terms and Conditions, for whatever reason, shall in any case terminate the Agreement(s) and consequently the right(s) of use to the Dataset. Unless expressly provided otherwise, the Agreement is of indefinite duration. Termination of an Agreement may in any case always take place by the next due date and in any case terminates the right of use provided therein.

1.10.1.

To the extent legally permissible, Pulsar-IT reserves the right to unilaterally modify these General Terms and Conditions for valid reasons including legal or technical requirements, in the event of changed market conditions or when new, unforeseeable circumstances not attributable to Pulsar-IT have arisen since the conclusion of the Agreement which have made the performance of the Agreement exceptionally onerous for Pulsar-IT. Pulsar-IT shall notify the Customer in advance of such changes, the date on which they take effect and offer the Customer the reasonable possibility of terminating the Agreement without costs before the modification enters into force. The Customer may in any case terminate the Agreement without costs within a period of two months from the notification of the changes, by sending an unambiguous communication to Pulsar-IT via the aforementioned email address. The continued use of the products and/or services by the Customer, after expiration of the notice period, shall be deemed to constitute his consent to the intended changes. The latest version of the General Terms and Conditions is always indicated at the top of this document.

1.10.2.

To the extent legally permissible, Pulsar-IT reserves the right to change, suspend or terminate its products and services in respect of the Dataset or parts thereof for valid reasons including legal, technical or economic evolutions or in case of changed market conditions, from time to time. Pulsar-IT shall notify the Customer in advance of such changes, the date on which they take effect and offer the Customer the reasonable possibility of terminating the Agreement without costs before the modification enters into force. The Customer may in any case terminate the Agreement without costs within a period of two months from the notification of the changes, by sending an unambiguous communication to Pulsar-IT via the aforementioned email address. The continued use of the products and/or services by the Customer, after the expiration of the notice period, shall be deemed to constitute his consent to the intended changes.

1.11.1.

Invalidity/nullity
‍‍
In the event that one or more of the provisions of these General and/or Specific Terms and Conditions is or is declared invalid or null and void, the remaining provisions shall remain in full force and effect. In such cases, the invalid or void provision(s) shall be replaced by (a) valid provision(s), taking into account as far as possible the purpose of the original provision(s).

1.11.2.

Complaints
‍‍
Complaints about the operation of the services of Pulsar-IT must always be reported via the email address provided in the Agreement within 8 days from the date of determination. Filing a complaint does not release the Customer from his payment obligation.

1.11.3.

Applicable law
‍‍
The interpretation of and any dispute relating to these General Terms and Conditions shall be governed exclusively by Belgian law and, if no amicable agreement can be reached, any dispute shall be submitted to the exclusive jurisdiction of the Dutch-speaking courts in Brussels.

2.1.1.

The scope of user rights depends on the type of user, for example, anonymous, registered or paying/professional.

2.1.2.

In most cases, access to the Website requires the creation of an account. In any case, an account is personal: it may only be used by the natural person who created it. Sharing an account with several people is therefore not permitted.

2.1.3.

The content of the pages of the Website is purely informative and consequently intended for informative use only. It may therefore be changed by Pulsar-IT without prior notice and furthermore does not imply any commitment on the part of Pulsar-IT.

2.1.4.

Through the Website, the Customer may potentially link to other websites not under the control of Pulsar-IT. Pulsar-IT has no control over the nature, content and availability of those other websites and the inclusion of links to them in no way implies a recommendation or endorsement by Pulsar-IT of the views expressed therein.

2.1.5.

The number of targeted searches is in principle unlimited on the understanding that it is subject to fair use: the searches must be made by a natural person. The use of the Website for systematic batch data searches is not permitted.

2.2.1.

This Agreement entitles the Customer to:
‍
- receive a copy of the Dataset, and use it for purely internal purposes, in other words use of the Dataset within a specific organisation, for the internal permanent employees of this specific organisation. Any communication of the Dataset or parts thereof to third parties is therefore precluded.

- to analyse, copy and share the Dataset internally, disclose data from the Dataset through targeted searches in online services provided that searches cannot result in substantial parts of the Dataset being made publicly available, combine data with other datasets, look for patterns in them and disclose the resulting findings. However, the Dataset may never be used in any way that is identical or substantially similar to the functionality offered by Pulsar-IT itself.

2.3.1.

perform targeted searches of data within the Dataset, via an HTTP REST interface, on the Website. The use of the Website for systematic batch data searches is not permitted.

to search for targeted data within the Dataset on the Website via the API application from its internal systems. Using the API application for systematic batch data searches or storing the results of searches locally for later reuse is not permitted.

2.3.2.

The software and hardware infrastructure from which the API application is built is modified on a regular basis; this includes new functionalities, bug and security fixes, modification of source data formats, etc. Pulsar-IT strives to make these modifications in a way that is backward-compatible with the current version of the software. However, if this is not possible, Pulsar-IT will do its best to communicate the changes to the Customer as clearly as possible, and at least one month prior to these changes going into production.