DATA.BE API TERMS AND CONDITIONS

Effective 01/01/2019

These Data.be API TERMS OF SERVICE (the "API Terms") describe your rights and responsibilities when accessing our Application Programming Interfaces (the "API") and related API documentation, technical end-points and our API management platform, jointly referred to as “Services”. Please read them carefully. Due to the technical nature of our API which is aimed to be used and implemented by software developers and our international user base, these API Terms are only available in English. We are grateful you're here and love reading well versed legalese too.

1. First Things First

1.1. Relationships

These API Terms, complement our Data.be GENERAL TERMS AND CONDITIONS (the “Data.be T&C” as published in the legal section of the Data.be website) to jointly form a binding "Contract" between you and us. "We,", "our" and "us" refer to Data.be as set out in Article 1 of the Data.be T&C, whereas “client”, “customer”, “API caller”, “user”, “Authorised User”, "you," and "your," refer to the individual, company, corporation or legal entity that you represent. The Contract does not grant you any reseller rights to (re)distribute parts or the entirety our API without our prior written approval. In such case typically we will enter in a separate contract: the Data.be API Reseller Contract providing the terms under which you will be authorized to resell the Data.be products and services (to be requested and agreed upon in writing by our Data.be partnership executives).

In case of inconsistency or ambiguity between the API Terms and the Data.be T&C, these API Terms will prevail for API users, who do not consume any other products or services from Data.be. Any derogation from these API Terms must be agreed to in writing and duly signed by both parties.

1.2. The Data.be Extended Family

We may leverage our employees, those of our corporate affiliates, parent-, sister or daughter companies and third-party contractors (the "Data.be Extended Family") in exercising our rights and performing our obligations under the Contract. We will be responsible for the Data.be Extended Family’s compliance with our obligations under the Contract.

1.3. Acceptance

As detailed in section 6.1, you are accepting this Contract by using the Data.be API, its end-points, Services or documentation portal and thus agree to the terms stated herein.

2. Definitions & Concepts

2.1. Application Programming Interface

Application Program Interface or "API": a set of functions and procedures allowing the creation of applications. API is often described any sort of generic connectivity interface to an application. More recently, however, the modern API has taken on some characteristics that make them extraordinarily valuable and useful:

  • Modern APIs adhere to standards (typically HTTP and REST), that are developer-friendly, easily accessible and understood broadly
  • They are treated more like products than code. They are designed for consumption for specific audiences, they are documented, and they are versioned in a way that users can have certain expectations of its maintenance and lifecycle.
  • Because they are much more standardized, they have a much stronger discipline for security and governance, as well as monitored and managed for performance and scale.

2.2. Services

The “Services”: your consumption of our API-end-points, which are delivering structured data elements about corporations, such as the publicly disclosed information regarding their current and past financial results, credit scores, bylaws, stakeholders and official representatives, company names, links between entities and derived business graphs, …

2.3. Ordering API Services

A subscription (monthly or yearly) or pre-paid API package (volume of API calls within a period on specific Data.be end-point(s) allows an Authorized User to access and integrate our Services. No matter the role, a subscription is required for each Authorized User. A subscription may be procured via email confirmation, through the Services interface, or in some cases, via an Order Form entered into between the Customer and Data.be. Contact our sales department for more information on procuring subscriptions and changing the volume of API-calls or type of API-end-points or Services.

2.4. Services road map

We may share information about our future Service plans because we like transparency and your feedback helps to prioritise feature requests. Our public statements about those upcoming Service plans and planned features are an expression of intent, but you should not rely on them when making a purchase. If you or your customer decide(s) to buy or subscribe to our Services, that decision should be based on the functionality or features we have made available at the time of the order and not on the delivery of any future functionality.

2.5 Beta Tester

Occasionally, we look for beta testers to help us test our new features and functionality. These features will be identified as “beta” or “pre-release,” or words or phrases with similar meanings (each, a “Beta Product” or “Beta Service”). Beta Services are made available “as is,” and no warranties nor contractual commitments shall apply. Should Customer encounter any faults with our Beta Products, we would love to hear about them; our primary reason for running any beta programs is to iron out issues before making a new feature widely available.

2.6. Feedback

The more suggestions our customers make, the better our Services become. If Customer send us any feedback or suggestions regarding the Services, there is a chance we will use it, so Customer grants us (for itself and all of its Authorized Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you, any Authorized User or other personnel. If we choose not to implement the suggestion, please don’t take it personally. We appreciate it nonetheless.

2.7. Transparency & Reporting

If you offer your Application for use by others outside your organization, you must maintain a user agreement and privacy policy for your Application, which is prominently identified or located where users download or access your Application. Your privacy policy must meet applicable legal standards and describe the collection, use, storage and sharing of data in clear, understandable and accurate terms. You must promptly notify us in writing via email to [email protected] of any breaches of your user agreement or privacy policy that impact or may impact customers or users of the Services. Please review our Privacy Policy for more information on how we collect and use data relating to the use and performance of our API Services, websites and products.

3. Access Credentials

To access the Data.be API, you must create an account via the Data.be Developer Portal (also referenced as API management platform). Unless specifically stated otherwise, you will only create one account per email address. Data.be will create access credentials in the form of a unique API-KEY to allow access for the Authorized User to the Data.be API. These access credentials shall be private keys for your internal use only. You shall keep your access credentials confidential inside your organisation and Application(s) at all times and shall be responsible for implementing the necessary security measures in order to safeguard these access credentials and to prevent disclosure of the same to any third party not designated as an Authorized User. You will notify Data.be without undue delay of any suspected, reported or logged unauthorized use of your access credentials. In this case Data.be will create new access credentials and you agree to report on the internal measures that were taken to avoid future misuse of your access credentials and/or API-key(s).

4. License

For the duration of the Contract, Data.be grants you a restricted, non‐exclusive, non‐transferable, non-sublicensable, non‐assignable, limited license with an “as‐is” right to access and use the Data.be API, but solely according to the related technical documentation and in accordance with the Contract. All of our rights not expressly granted by this license are hereby retained.

You will use this limited license where necessary to develop, test and support an integration of our structured data elements in your software platform or application (the "Application" or "App"). You may charge for your Application, which is using our structured data elements. You can freely choose the formats and visualisation for the displayed or processed data elements and you are allowed to use them for scoring, enrichment, and benchmarking purposes.

We require the Application to be created and/or duly licensed and/or owned by you. We thus grant the users of your application the right to (re)use the data elements which they obtained via the underlying Data.be API and in accordance to the applicable laws. This Contract does in no event grant you any other right or license. You may not sell, rent, lease, wrap, sublicense, redistribute, or syndicate access to any of our APIs, without closing any prior DATA.BE reseller agreement.

5. Terms of Use of the Data.be API

5.1. Changes to the API

Data.be has the right to adapt, phase out and/or discontinue the Data.be API at any time, but will use reasonable endeavours to inform you of such change (and/or discontinuation as the case may be) with a reasonable notice period. Data.be endeavours to make its API updates backward compatible to avoid the ‘breaking’ of your prior integrations. Your developers are advised to incorporate our API versioning to take advantage of this long-term effort.

5.2. Acceptable use

You will use the Data.be API in accordance with the documentation, developer policies and instructions provided by Data.be. You will in any case refrain from all actions and use which would violate any law or regulation applicable to this Contract, its Services or any rights of related third parties. You will undertake and warrant that you will not:

  • (attempt to) reverse compile, disassemble, reverse engineer or otherwise derive source code, trade secrets, know-how or reduce to human‐perceivable form all or any part of the Data.be API or Services;
  • (attempt to) access all or any part of the Data.be API and the documentation for any purpose other than as expressly permitted herein, including (without limitation) in order to build or replicate a product or service which competes directly with the Data.be API or Services;
  • (attempt to) transmit any viruses or malware that may damage and/or interfere with use of the Data.be API;
  • (attempt to) use our APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage, which are above the maximum thresholds which are agreed in our documentation, nor your selected API package or subscription to our Services;
  • test the vulnerability of our Services, systems, end-points or networks, without prior notice and written approval of our technical support team. We require you to schedule this type of vulnerability testing with our support team in order to avoid potentially diminished response time for our other API users;
  • Undertake action which compromises, breaks or circumvents any of our technical processes or security measures associated with the Services; or
  • (attempt to) access our API or documentation in violation of any law or regulation;

5.3. Your Account and content

You are responsible for all activities that are performed under your account as well as for the use of the content used by you. You are also responsible for arranging the appropriate hard and software to enable you to use the Data.be API and for taking the appropriate measures to secure, protect, and back up your account and the obtained data elements and content.

6. Term, Suspension and Termination

6.1. Term

The Contract will commence at the date you accept the Contract by clicking the “I Accept” box or by calling a Data.be API or end-point with your API-key, whichever comes first.

6.2. Auto-Renewal

Unless an Order Form says something different, (a) all subscriptions automatically renew (without the need to go through the Services interface “check-out” or execute a renewal Order Form) for additional periods equal to one (1) year or the preceding term, whichever is shorter; and (b) the per-unit pricing during any automatic renewal term will remain the same as it was during the immediately prior term. Either party can give the other notice of non-renewal at least thirty (30) days before the end of a subscription term to stop the subscriptions from automatically renewing.

6.3. Access Suspension & audit rights by Data.be

If we believe that there is a violation of the Contract that can simply be remedied by your modification or update of your Application, we will, in most cases, ask you to take direct action rather than intervene. In such instance, we may use your name, address and other contact details to contact you or provide this contact information to any third party that reasonably, in Data.be ’s sole determination, claims for example that you do not possess all of the necessary intellectual property rights or are misusing the data elements we provided via our Services. In some instances, we may directly step in and take what we determine to be appropriate action if you are not responsive, or if we believe there is a credible risk of harm to us, the Services, our customers or users or any third parties. Data.be also reserves a right to audit your application by written inquiries to ensure it does not violate our terms and policies. At the start of our audit we will explain why we are asking extra question and you agree that you will cooperate in best effort with our inquiries related to such an audit and will provide us with proof that your application complies with our terms and policies.

6.4. Termination by you

You may terminate this Contract for convenience at any by cancelling your account in the Data.be API Portal. In this case there will be no financial reimbursement by Data.be for any (pre-)paid, but unused API packages or subscription periods.

6.5. Termination by Data.be

Data.be may suspend, discontinue your use of the Data.be API and suspend or terminate your access to Data.be API documentation at any time by providing a notice of 30 calendar days. In this case there will be a pro-rata financial reimbursement by Data.be for any (pre-)paid, but unused API packages or subscription periods, save if we are in one of the cases described in the following paragraph.

Data.be shall have the right to immediately block your access to the Data.be API, revoke the license and/or terminate this Contract with immediate effect in the event you:

  • do not comply with the terms and conditions specified in this Contract, the instructions provided by Data.be and/or the terms specified in the Data.be API Documentation as described on the api.data.be website;
  • become insolvent, are unable to pay your debts or an order is made, or a resolution passed for the liquidation, administration, winding‐up or dissolution of you (otherwise than for the purposes of a solvent merger or reorganization);
  • any downgrade for non-payment operated under clause 7.3 after which you fail to pay any undisputed invoice outstanding for more than 15 days;
  • or have publicly acted in a manner that clearly has or may negatively affect Data.be.

6.6. Effect of Termination

Upon termination of this Contract:

  • all your rights and the licenses granted to you under the present Contract will immediately cease;
  • you will immediately return or destroy all documentation regarding the Data.be API in your possession;
  • all access to the Data.be API will be revoked.

6.7. Survival

All terms which by their nature are intended to survive the termination of the Contract, shall continue to apply. This includes at least the sections regarding Confidentiality, Limitation of liability, Intellectual Property Rights, Disclaimer of Warranties and Indemnification.

7. Payment Obligations

7.1 Payment Terms

For Customers that purchase our Services, fees are specified excluding VAT at on-line “check-out”, by email description and in the Order Form(s) — and must be paid in advance. Payment obligations are non-cancellable and, except as expressly stated in the Contract, fees paid are non-refundable. For clarity, in the event Customer downgrades any subscriptions from a paid plan to a free plan, Customer will remain responsible for any unpaid fees under the paid plan, and Services under the paid plan will be deemed fully performed and delivered upon expiration of the initial paid plan subscription term.
If we agree to invoice Customer by PDF in email attachment, full payment must be received within thirty (30) days from the invoice date.

7.2 Credits

Any credits that may accrue to Customer’s account will expire following expiration or termination of the applicable Contract, will have no currency or exchange value, and will not be transferable or refundable.

7.3 Downgrade for Non-Payment

If any fees owed to us by Customer (excluding amounts disputed reasonably and in good faith) are thirty (30) days or more overdue, we may, without limiting our other rights and remedies, downgrade any fee-based Services, API plans or API packages to free plans until those amounts are paid in full, so long as we have given Customer five (5) or more days’ prior notice (typically by email) that its account is overdue.
Customer acknowledges and agrees that a downgrade will result in a decrease in certain features and functionality and potential loss of access to end-points, number of answered API-calls and/or data elements, as illustrated by the limited features and volumes offered in the free trial offering features.

8. Confidentiality

You undertake in respect of all information and documentation of Data.be, that is shared with or of which you become aware of in the course of the Contract (The “Confidential Information”):

  • to treat such Confidential Information as confidential and to use it only for the purposes of the Contract;
  • not to communicate or disclose any part of such Confidential Information to any person without Datat.be ’s prior written consent, except: to
    • (i) its personnel only on a need‐to‐know basis;
    • (ii) to public authorities having a legal right or duty to have access to the Confidential Information; and/or
    • (iii) in court or arbitration procedures.

Your personnel to whom Confidential Information is disclosed shall undertake similar confidentially obligations in writing. You shall be fully liable for any damage to Data.be as a result of disclosure, loss or misappropriation of Confidential Information. You agree to protect with the highest degree of care the confidential nature of the Confidential Information.

All documents, information, data and supports provided to you and/or created by Data.be shall remain Data.be ’s property and shall be returned or disposed of (at Data.be ‘s choice) within thirty (30) Days following the end of the Contract.

Your obligations of confidentiality shall remain in force for a period of ten (10) years after the termination of the Contract.

You agree to indemnify Data.be and to hold the latter, its third-party licensors, providers and (sub)contractors, harmless against any direct and indirect loss, damage, expense, claim proceeding or liability whatever, which they may suffer or incur as a result of a breach by you or your personnel that received the Confidential Information of the confidentiality undertakings.

Nothing in the Contract will prevent Data.be at any time from using for any purpose any know‐how or experience, including programming tools, skills and techniques, gained or arising from the performance of any part of the Contract.

9. Intellectual Property Rights

Data.be holds title to all intellectual property rights on the Data.be API as well as all documents, software, methods, formulae, techniques, processes, databases, products and, more in general Services provided to you in the frame of the Contract. Except as provided in section 4, Data.be does not grant you any right, title or interest in these materials. You represent and warrant that you have the necessary rights to your applications and content used in the frame of the present Contract and that the use of your applications and content will not violate any third-party rights.

10. Limitation of liability

10.1. Proven direct damage liability cap

Data.be will only be liable for actual proven direct damages resulting from violations of its obligations under the Contract. The liability of Data.be under the Contract shall not, to the extent permitted by law, exceed the total amount of paid invoices by the Customer to Data.be in the twelve (12) consecutive months preceding the last event giving rise to liability and shall never exceed twenty-five thousand (25.000) Euro.

10.2 Exclusion of liability

Data.be nor any member of the Data.be Extended Family shall be liable for any indirect or consequential damages or loss, such as any loss of profits, contracts, or anticipated savings, loss of business, loss of opportunity, loss of revenue, loss of time, loss of goodwill or injury to reputation, third party claims or losses suffered by third parties (whereby your end users shall be considered as a third party).

Data.be shall have no liability for any claim based on

  • (i) your use of the Data.be API, Services or any data-element or part thereof;
  • (ii) acts of third parties you engage;
  • (iii) the use of your Applications, your material and/or content;
  • (iv) a violation of the Contract or any applicable laws by you or your end-users.

Data.be can under no circumstances be held liable for any loss that can be attributed to the defective operation of your infrastructure, network, connectivity, software or any other product or services provided by third parties.

10.3 Exceptions to limitation of liability

Limitations of liability as set forth in the Contract shall not apply with respect to damages occasioned by fraud or wilful misconduct by Data.be.

10.4. Force Majeure

Neither us nor Customer will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third-party hosting provider or utility provider, strikes, riots, acts of war, acts of terrorism or governmental action.

11. Disclaimer of Warranties

The Data.be API, Services and all related parts thereof are provided on an “as is” and “as available” basis and with “best effort” support, but without any warranties of any kind either expressed or implied. This includes but is not limited to any warranties of merchantability, fitness for a particular purpose, flawless and uninterrupted functioning and reliability.

12. Indemnification

You agree to defend, indemnify and hold Data.be harmless from and against all losses, liabilities, damages and costs (including reasonable attorney’s fees) arising out of or related to any third-party claim concerning:

  • the misuse of the Data.be API by you or your end-users;
  • a breach of this Contract by you or your end users;
  • a violation of any applicable law by you or your end users, your Applications or your content;
  • the infringement of third-party intellectual property rights by your applications or content used in the frame of this Contract.

13. Changes to the Contract

Data.be may modify, add or delete any part of this Contract from time to time at its sole discretion by posting a new version of the Contract on the Data.be website in the legal section.

If Data.be intends to modify the Contract in such a way to adversely affect your rights, Data.be will duly inform you thereof at least 30 calendar days prior to the entry into force of the proposed change. If you do not accept the proposed change of the Contract, you may unilaterally terminate the Contract in accordance with section 6.3. But in the case that your cancellation is due to the refusal to accept the new Contract terms, there will be a pro-rata financial reimbursement by Data.be for any pre-paid, but unused API packages or subscription periods.

In the event that you fail to give prior notice in compliance with this section, you will be deemed to have accepted the proposed changes in the Contract.

14. Publicity

Customer grants us the right to use Customer’s company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer’s standard trademark usage guidelines as provided to us from time-to-time. We don’t want to list customers who don’t want to be listed, so Customer may send us an email to [email protected] stating that it does not wish to be used as a reference.

Data.be has the right to make public the existence of the Contract (not the content), through a press release, public announcement, and/or any kind of publicity.

15. Miscellaneous

15.1. Governing Law and Jurisdiction

Any disputes fall under the jurisdiction of the Courts of Brussels, which will apply Belgian law as well as the international treaties with regard to intellectual property rights and the protection of databases.

This Contract was last updated on 01/01/2019 and has not been changed since.

15.2. No waivers

The failure of any Party hereto to enforce at any time any of the provisions of the Contract shall in no way be construed to be a waiver of any such provision.

15.3. Severability

In the event that any provision of the Contract shall be determined to be (partially or totally) void or unenforceable by any competent jurisdiction or by virtue of any legislation, the validity and enforceability of any of the other provisions herein shall not be affected thereby. The Parties shall substitute for any invalid or unenforceable provision a suitable valid provision that comes nearest to the Parties' intentions at the moment of acceptance of the Contract.

15.4. Assignment

Neither Party may assign to a third party any of its rights and obligations under the Contract without the prior written consent of the other Party, such consent not to be unreasonably withheld.

Data.be, however, may assign or transfer the Contract to a related company (within the meaning of article 11 of the Belgian Company Code) or in connection with the sale or transfer of its business or part of its business to a third party, provided such transfer or assignment does not adversely affect your rights.