General Terms & Conditions

Effective January 1st, 2020

General Terms & Conditions

Effective January 1st, 2020

1. Definitions

"The European Union" ("EU") is a group of 27 countries that operates as a cohesive economic and political block. The "euro" (€) is the official currency of 19 out of 27 EU countries. These countries are collectively known as the "Eurozone".

"The Member States of the European Union" are in alphabetical order: Austria, Belgium, Bulgaria, Croatia, Cyprus, Czechia, Denmark, Estonia, Finland, France, Germany, Greece, Hungary, Ireland, Italy, Latvia, Lithuania, Luxembourg, Malta,Netherlands, Poland, Portugal, Romania, Slovakia, Slovenia, Spain, Sweden.

"EU company" means a company registered at a Trade Register in at least one of the Member States of the European Union.

"Official Registers" means registers and databases operated under the law (national law of the Member States or European directives and subsequent legislation) for the purpose of recording data deemed of public use. Official Registers may be trade registers, courts of law registers, ministry of justice registers, cadaster registers, etc.

"Trade Registers" are entities that register a company upon establishment by issuing an unique serial number which individualizes the company as a legal entity. The details of traders are entered in the Trade Registers on the basis of notifications and communications received by the Trade Register authority. The registers contains information that is submitted to the Registration Authorities by both the traders themselves and by Courts of Justice and other authorities. Every trade register registers all organizations in the jurisdiction they operate under. All EU Member States have a specialized body functioning as a trade register.

"Legal Opinion", also called an "opinion letter", means an opinion from lawyers or notaries issued in letter form expressing legal conclusions about and/or legal analysis of a transaction or matter which is relied on by the addressee of the opinion. The main purposes of a legal opinion are: to inform the addressee of the legal effect of a transaction or matter; to identify legal risks that the addressee should consider further and evaluate. For example, in a cross-border transaction, a legal opinion may be obtained from lawyers in a foreign jurisdiction opining on whether a transaction document is valid and enforceable in that jurisdiction and complies with local law. A legal opinion is not a substitute for legal advice which, in a transactional context, is likely to be more extensive.

"Report Certification", also called a notarized report, is a report having a seal of certification issued by a lawyer or a notary. For the purposes of authentication, most countries require commercial or personal documents which originate from or are signed in another country to be notarized before they can be used or officially recorded or before they can have any legal effect. To these documents a notary affixes a notarial certificate or a seal of cerification which attests to the execution of the document. A notary may also draft legal instruments known as notarial acts or deeds which have probative value and executory force in civil law jurisdictions. Originals or secondary originals are then filed and stored in the notary's archives, or protocol (in the form of memoranda).

"Certified Translation", also called a legal translation means a translation issued by a "sworn" or legally appointed translator. A document "legally" translated means the document has been translated by such a 'sworn translator'. In some countries, translators can register with an official body as a "sworn translator" and by doing so be recognized by authorities such as the High Court of Justice to translate and legalize documents (often referred to as producing a "certified translation"). A certified translation can be issued by any sworn translator acting in the office of a legal translation body, notarial office or legal office. For example a Notary's office may employ a sworn translator for the purpose of providing legal translations for documents necessary in a cross-border transaction.

"Audited data path" means a data path with an audited trail. An audit trail (also called audit log) is a security-relevant chronological record, set of records, and/or destination and source of records that provide documentary evidence of the sequence of activities that have affected at any time a specific operation, procedure, or event. For example, when a set of data is transferred from a trade register to a server, the audit trail represents the proof that the data is exactly the same data as in the source of origin.

"Web Widget" means a web page or a web application that is embedded as an element of a host web page but which is substantially independent of the host page, having limited or no interaction with the host.

2. Scope

These General Terms and Conditions (the "GTC") apply to all current and future transactions and business relations between Risksearch BV, registered with Kamer van Koophandel in The Netherlands under registration number 61211478, having its registered office in Enschede, The Netherlands (hereafter "Company"), and the user (hereafter "User") of the products and services on any of the websites operated by the Company, including but not limited to www.verifybusiness.eu (the "Websites" or a "Website"). These GTC apply regardless of whether the products or services are used against payment or for free and with or without registration. Any terms and conditions provided by the User shall not apply. Such terms and conditions shall only be valid upon written confirmation by the Company.

3. User

The Company services are not available for consumers as natural persons. The Company services are only available for legal persons (companies, governmental bodies, international institutions). Transactions made on the Company Website are made by the User in the course of carrying on their business. By registering for the Website services you confirm that you are acting on behalf of a legal person.

4. Effectiveness and amendments to the GTC

These GTC govern the access to and the use of the Websites as well as possible further contractual services (i.e. Special Request Services). The Company reserves the right to modify these GTC at any time and without being required to state any reason for doing so; such changes may include, but are not limited to, the imposition of new or additional terms or conditions. By first accessing the Websites, the User accepts these GTC, which shall apply towards the User from such first access of the Websites. In case of amendments of the GTC, whereas the amended GTC come into force when published on the respective Website, the User automatically accepts the GTC in their latest version by accessing and using the Websites. If the User does not accept the GTC (as amended), then he must immediately exit the Websites. This applies regardless of whether the User is using the Websites with or without registration, and making a purchase or not. In case a User does not accept the amendment to the GTC, he is entitled to terminate the contractual relationship with the Company pursuant to Clause 8.3 mutatis mutandis. The contractual relationship between the User and the Company will then be terminated on the basis of the GTC last accepted by the User.

5. Services offered

The Company offers the User the following services and products:

  • search for businesses, officers and shareholders in the European Union;
  • information retrieved from official registers and databases (trade registers, chambers of commerce, financial institutions registers, courts of law, international PEP and sanctions lists, European institutions);
  • company reports representing the selected (by the User) or total information we can provide on a company based in the European Union, translated into English (by our Legal-AI with human supervision), compiled from the totality of documents registered by the official institutions for the selected companies as follows: EU VAT-ID Verification (we verify the VAT ID against all European official databases), all historical information available on the company, its shareholders and officers (General Information published in the trade register); historical series of maximum 5 years of financial data as reported to the official registers compiled in single tables for easy usage (Financial Position up to 5 years extracted from the official annual reports), all historical information available on the legal situation of the selected companies (Legal Information extracted from courts of law, UBO registers, insolvency registers, etc.);
  • transfer of original documents retrieved by the Company at the User request from the official registers and databases;
  • legal translations of the statutory of the EU companies, provided by Lawyers and Notaries appointed by the national authorities of the EU Member States;
  • Legal Opinions issued by Lawyers and Notaries appointed by the national authorities of the EU Member States;
  • Certified Reports or reports with a seal of certification issued by Lawyers and Notaries appointed by the national authorities of the EU Member States.

Users can obtain access to the "search for a company" service simply by entering our Website and using the search bar. The search service provides the User with the full name of the company, its registration number at the national trade register and the address of the company. Additionally, Google map will generate the location of the company the User has searched for.

All other services are high level services specifically designed for legal professionals, compliance specialists, KYC/AML officers and governmental bodies specialized in fraud detection. To access the high level services, the User must register with subscription. The registration creates a contractual relationship between the User and the Company, which shall be governed by these GTC. After purchasing the annual subscription, the User can spend the money for purchasing products and services, until the money payed for the subscription are exhausted. To continue to buy products and services after exhausting the annual subscription, the User will pay the price of each product or service plus the value added tax (VAT). The price for each product and service is either published as a lump sum on the Website, or as multiple of a fixed sum (for example, the price for the official translation is EUR 0.25 per word, so 0.25 is the multiplier for the number of words for which the User has requested the official translation). The content of the offered subscriptions may be determined at Company's sole discretion.

The subscription is renewed annually under these GTC.

The annual subscription is renewed annually, automatically. The User can however unsubscribe at any given time, without compensation for the subscriptions already paid.

The Company offers access to data from official registers, company reports based on this data and access to legal services for business purposes across the European Union. However, it cannot be deduced for the future that the Company has to offer these services, products and subscriptions in their existing form and composition or give access to such data. The Company reserves the right to reject Users as contracting parties without stating any reason and to prohibit them from accessing its products and services. All IT applications, services, access and products provided by the Company may only be used for the purpose of access and inquiries as defined by the European directive and subsequent national regulation issued by the Member States of the European Union.

Factually justified and reasonable changes of Company's performance obligations shall be tolerated by the User. This also applies to changes due to amendments of legal, regulatory or similar provisions applicable for the Company.

6. Availability

In order to use the products and services offered by the Company, the User must have operational internet access. Connection problems between the User and its internet service provider lie beyond the sphere of influence of Company and Company assumes no liability for losses or damages of the User related therewith. Subject to the restrictions specified in this Clause, the products and services offered by Company are basically available 24 hours a day. However, this does not apply to products and services that are subject to the availability of a public database, third party databases or third party services. Such products and services are available only during the official operating hours of these databases and services. Restrictions may also result from maintenance work, in particular but not limited to maintenance work regarding the Websites, third party databases and third party services as well as from overload, malfunction or collapse of the Dutch or international telecommunications networks. The Company has no influence on the availability of the data communication networks of the various external connection providers. Where possible, the Company will give Users prompt, appropriate notification of any interruptions or significant restrictions, i.e. due to maintenance, modifications, etc.

7. Registration

The use of certain services of the Website, including the company reports, is subject to the Registration/Subscription. There is no entitlement of Users to Registration/Subscription. The Company has the right to reject registration applications or exclude Users from offered products and services (in part or in whole) without stating any reason. Each User may register only once. In order to register, a User must be at least 18 years old. Minors are not permitted to apply. In case of a legal entity, the application must be made by a competent, authorized representative. The data and other information requested by the Company during the registration process must be supplied by the User completely and correctly, and must be updated in the event of any change without being requested to do so by the Company. For those products and services that require a registration, a contractual relationship regarding such product or service is only created upon successful completion of the registration. The successful Registration leads to the conclusion of a contractual relationship between the User and the Company for an indefinite period. The User has the option to print out the contract and data supplied during the registration process.

8. Subscription

Products and services offered on the Websites can only be purchased within a subscription.

8.1 Validity

Subscriptions are valid from the order date for the period stated in the subscription and end at the last day of such period. Benefits derived from the subscription but not fully used remain valid for one month after expiry of the subscription (roll-over), if an at least equivalent new subscription is ordered until expiry.

8.2 Renewal

The User agrees that, when his chosen subscription expires, it will be automatically renewed by an equivalent, new subscription, if not otherwise agreed. The Company shall duly notify the User via e-mail before the expiry of a subscription that automatic renewal is pending.

8.3 Cancellation

A User may cancel a subscription at any time without stating any reason, taking effect from the date up to which the subscription has been prepaid or to which the minimum subscription period runs, whichever day is later. In case of a cancellation, the refund of the subscription payment in whole or in part is not possible. Subscriptions must be canceled in writing, either by postal mail or e-mail to the Company. Following a cancellation, the subscription remains valid for the period specified. During this period the User may make full use of the benefits derived from the subscription. In this case, there is no automatic renewal as described in Clause 8.2. Any prepaid credit purchased with a subscription will not be forfeited in the event of cancellation of this subscription. The User is free to spend this credit on any product or service of the Website. A refund in whole or in part is not possible. The User agrees that for the administration of an account with a prepaid credit and no active subscription, the Company will charge a monthly service fee beginning 12 months after cancellation of the subscription. The Company is also entitled but not obliged, to deduct such monthly service fee against the prepaid credit from the relevant account.

8.4 Delivery

Delivery regarding the subscription is completed upon the User receiving a confirmation of such subscription from the Company (i.e. via e-mail). The delivery regarding the product or service requested within the scope of the subscription is completed upon display of the requested product or service on the respective Website, upon receiving the product via e-mail, or upon upload or receiving via e-mail from the third parties by the Company and following upload or delivery by e-mail to the User. Subsequently, the User has various options for the further use, i.e. uploading the product into a Data Room.

Some services may still be under development. In such cases, a notice will be posted for each product or service under development. Until all products will be available for direct download on the Website, the User will receive the products ordered via e-mail or via a separate link provided via e-mail.

The duration of data retrieval varies according to country and type of documents. Because the Company is retrieving the latest available data, delivery of a report can take up to 5 working days. If an exceptional situation occurs (such as the systems of a Trade Register remaining offline for a prolonged period) the User will be notified via e-mail by the Company.

8.5 Settlement

Subscriptions are payable in advance. Payments must be made in full in order to make use of all benefits associated with the subscription. Payment is effected immediately before the delivery of subscription, either by credit card or direct debit (where available). Products and services purchased individually that exceed the initial subscription fee will typically be invoiced monthly, however, the Company reserves the right to invoice at any time.

8.6 Refund

In principle, it is not possible to obtain a refund for products and services purchased within a subscription. Clause 8.3 applies mutatis mutandis. The subscription price can only be refunded in full if, on expiry of the subscription, the User expressly objects to an automatic renewal, and if the User has not used any of the benefits derived from the subscription on the expiry date.

8.7 General rules on service and settlement

a) Settlement

Unless otherwise agreed, accounts are payable in full upon receipt of the invoice. If the User falls in arrears with the payment of an amount invoiced and due for at least seven (7) calendar days, the Company is entitled to preclude the User from obtaining products and services on account (soft ban). Pursuant to these GTC but with the exception of section 17, the Company and the User are the only contracting parties. Settlement is always in the name of the Company, third parties are expressly excluded.

b) Invoicing

The Company's invoices are generally issued and sent in PDF format. The user agrees explicitly to receive electronic invoices (PDF format). The Company issues the initial copy of the electronic invoice and grants online access to copies of invoices free of charge. Upon the User's request, the Company shall issue a copy of the respective invoice in paper form free of charge.

c) Refund

Refunds of payments and the issue of credit notes to a User for services already obtained from the Company are excluded in accordance with sections 8.3 and 8.6 of these GTC, except in the case where the Company does not fulfill the services due to the non-transmission of the requested data because of a proven technical fault on Company's end. Clause 6 of the GTC applies mutatis mutandis. In cases in which a User cannot open, view or print purchased products due to problems with the User's computer, printer or systems setup, the obligation of the User to settle all fees remains untouched and the Company will not honor refund requests. No refund is possible with regards to payments that contain official fees and arise upon searches in and access to the data of public databases, including i.e. commercial registers or companies registers and in particular the European Business Register (EBR) and similar services. No refund is possible with regards to payments that contain official fees of lawyers or notaries or legal translation services.

10. User's obligations

All data, information, references, statements and opinions on businesses or persons engaging in business activities and the like, which the Company has collected, compiled and passed on in any form or by any method of publication, must be treated strictly confidential by the User, and are limited to internal business purposes only. The User undertakes not to store any of this data, in whole or in part, for purposes other than those expressly specified in the contractual relationship between the Company and the User, and not to reproduce, transfer or disseminate the data, either in return for payment or free of charge, forward to any third parties, create or distribute data collections, or change the transmitted data (reports).

The User expressly declares his legal authority to receive the data transmitted. In particular, the User confirms his overriding, justifiable interest in the data as defined in section 6 para 1 point f of the Regulation (EU) 2016/679 of the European Parliament and of the Council 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation; "GDPR"). Furthermore, the User acknowledges that he may be required to make additional declarations if required by the country in which either the accessed database, person or business of interest or the User is located.

The User undertakes to follow the provisions of the data protection laws, in particular the GDPR, concerning data confidentiality and security. The User must take appropriate measures to protect and safeguard the data transmitted against unauthorized access by his employees or third parties. In particular, the User must ensure that employees to whom data is made accessible in connection with their work, keep the data strictly confidential. This also applies after termination of their employment. The User ensures that the data and information retrieved are not stored, saved or otherwise retained on its database or imprinted form or otherwise for a period longer than necessary to use the information and products for its specific use. The User is liable to the Company for any damages and detriments which may incur as a result of an infringement of these data protection regulations.

Any disclosure to third parties, even partially, as well as the use of or any reference to the data in official or judicial procedures are expressly prohibited except disclosures can be made pursuant to applicable laws, regulations, a court, judicial or other governmental order. Furthermore, there must be no mention of or reference to the Company. The User is liable to the Company for any damages and detriments incurred as a result of an infringement of the above-mentioned regulations by the User or by third parties to whom the User discloses data.

The User undertakes not to violate any copyright, trademarks, patents and/or any other intellectual property rights of the Company and/or Company's data sources and partners, in particular but not limited to brex.io.

With regards to any address and contact or other personal information available, the User is entitled to use it for his own non-commercial information purposes only. The use is limited to the identification of companies or persons and connected contact details (i.e. address, telephone number). The use of the information for other purposes is expressly prohibited. In particular, it is inadmissible to use the information for commercial purposes, the use to build or complete participant, company, or other directories of any kind and in any form (print, electronically, CD-Rom, etc.), the use to carry out information services or operate a call center, the use for directory assistance, the use for marketing and promotional purposes, the use for the development of competing products, the use for any other commercial purpose, the use for any other purposes or in the interest of third parties. Any transfer (copying) of data into proprietary directories is also prohibited. The availability of address and contact information as well as its completeness and correctness are not guaranteed.

All Users are required to comply with the GDPR, the Dutch Data Protection Act, the Dutch Telecommunications Act, the E-Commerce Regulation and related legislation. The general availability of e-mail addresses or fax numbers does not imply the consent of the owner to the receipt of electronic mail or faxes.

11. Warranty

Any warranty of the Company is subject to applicable law, in particular the Dutch Civil Code.

12. Liability

The Company has no influence on the relevance, completeness, accuracy, and availability of data from the official databases or from other third parties (i.e. lawyers, notaries, legal translation offices, etc.), and therefore accepts no liability for the accuracy and/or completeness of the data requested and obtained. The Company is not liable for any claims of a third party against a User arising out of or in connection with the use of the Websites' products or services by the User, distortions or omissions in the requested data, or delays in the data request process. The Company is not liable for any errors or delays in the data transmission not caused by the Company.

In order to compile and produce the products and services, the Company can use data from official databases and other third party data providers (for example lawyers offices and legal translation offices). The Company indicates the data source in connection with the respective data set. The Company does not transmit data and content in their existing form ("as is"), but compiles the data into a standard format report, translates the information into English and brings financial data from several documents (annual reports) into a single document or even a single table. However, the data compiled by the Company is retrieved, via audited path, from third parties (official registers, etc.). Those data base providers compile data to the best of their knowledge on the basis of the data and information sources available to them. The Company has no influence whatsoever on their data collection and processing methods, the way in which the data is evaluated, its relevance, completeness, accuracy, and availability. In case of Legal Opinions issued by lawyers or notaries, any assessment represents the opinion of lawyer or notary. The Company has no influence whatsoever on these assessments, the conclusions made, the underlying technical and professional processes, and their relevance, completeness, accuracy, and availability.

The legal translation professionals receive data and content as is from the Company. Based on this data, translations are prepared by professionals within the service levels specified. The Company has no influence whatsoever on their translation process, its completeness and accuracy.

The Company therefore does not accept liability for any damage arising from the completion or non-completion of a business transaction made on the basis of data transmitted by the Company.

The limitations of liability stipulated in this provision shall only apply to the extent permitted by law and, in particular, shall not apply to personal injuries of an User as well as damages or losses occurred by Users that were caused by a willful act or omission or by gross negligence. Any liability for indirect loss or consequential damage is totally excluded.

13. Security and abuse

In order to prevent the misuse of subscriber and login data, the User undertakes to keep this data confidential and not to allow any unauthorized access to it, to prevent any misuse and to notify the Company immediately, if a User suspects misuse of his data. The User is liable for any loss or damage and claims for fees made against the Company arising from or in connection with the misuse of the User's facilities or the misuse of the requested data by the User or by third parties who gained access via the User's facilities or his login data. The User undertakes to refrain from attempts to hack into the Websites and services or products operated by the Company.

14. Compliance with statutory provisions

The User agrees to comply with the current statutory provisions. In particular, reference is made, but not limited to the obligations of the following laws: the Dutch Copyright Law; Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data, and repealing Directive 95/46/EC (General Data Protection Regulation; GDPR); the Dutch Telecommunication Law (E-Commerce Act).

15. Applicable law, place of performance and jurisdiction

It is agreed that all disputes arising from this contract will be governed by Dutch law, to the exclusion of the United Nations Convention on Contracts for the Internationale Sale of Goods (CISG) and the reference provisions of the International Private Law. The place of performance and exclusive legal venue shall be the relevant court of law in The Netherlands. The contract, order and business language shall be English.

16. Alternative Dispute Resolution

The right of the parties to take legal actions remains unaffected at any time. In case of sweepstakes, competitions or raffles of whatever kind, the recourse to the courts shall be excluded.

If any of these provisions are or become invalid, the effectiveness of the other provisions shall not be affected. Instead, in place of the ineffective stipulation a replacement provision that corresponds as closely as possible to the objective of the invalid provision shall apply.

17. Special terms and conditions for the use of Verify Widget

Legal professionals (lawyers, notaries, appointed barristers, etc.) can apply for the right to install Verify Widget on their website. Verify Widget is a web widget facilitating easy access to legal professionals to the Website services, and facilitating access to the legal professionals customers to become Users of the Website. Any new customer acquired by the legal professional via the use of Verify Widget is the customer of the legal professional. The Company will receive no fee or compensation from business generating on behalf of the legal professional's website via Verify Widget.

To install the Verify Widget the legal professionals will have to be verified and approved by the Company. Verification means to verify the identity of the person and business, the validity of their licenses to give legal advice and the credentials of the entity they represent. The Company has no obligation to approve the installation of the Verify Widget, and it will do so following its own judgment.

Any legal professional for which the installation of the Verify Widget was approved, and has already installed the Verify Widget on their website, has the obligation to notify without any delay the Company if one or several of the following situations occur: the legal office is no longer liable under the civil law (due to closures, insolvency, special administration, restructuring, merger or acquisition, voluntary closure or any similar event); if the legal professional was suspended from practicing the law (by the national authority of its country of residence), lost the license or was under a court sanction to cease any legal activity on behalf of its customers; if the legal professional is in a conflict of interest with the User that requested its services via the Websites or the Verify Widget (such as being a competitor, the legal advisor of a competitor or acting as representative for a competitor of the User); if the legal professional is in a conflict of interest with the Company or its Websites (such as being a competitor, the legal advisor of a competitor or acting as representative for a competitor of the Company or its Websites).

For the use of Verify Widget and the Applications, the provisions of these GTC shall apply, whereas in case of a conflict between this section and the other sections of the GTC, this section shall prevail.