Terms and Conditions

  1. Applicability
  2. NAVADS B.V. is a company organized and existing under the laws of the Netherlands with principal offices at Weteringschans 109, 1017 SB, the Netherlands (“Navads”).
  3. The customer (the “Customer”) is the company identified on the attached “Navads Business Location Content Agreement”, “Navads Reseller Agreement”, “Navads Agency Agreement”, “Navads Syndication Partner Agreement” or any other form of agreement stipulating the commercial contract terms between Navads and its contracting party (the “Contract Form”).
  4. These general terms and conditions relate to the services provided by Navads to the Customer in relation to business location content (the “Terms & Conditions”).
  5. These Terms & Conditions apply, to the exclusion of any terms and conditions of the Customer, to the agreement between Navads and the Customer.
  6. The Contract Form, the Terms & Conditions and any addendum or annex thereto (if any) together constitute the entire agreement between Navads and the Customer and are hereinafter jointly referred to as the “Agreement”.
  7. All documents referred to in these Terms & Conditions form an inseparable and integral part of this Agreement.
  8. In case of any discrepancies between the Terms & Conditions and the Contract Form, the Contract Form shall prevail.

 

  1. Atlas and Knowledge Center
  2. Upon signing of the Contract Form, Navads will provide the Customer access to Navads’ software system called “Atlas”.
  3. Atlas comprises several components such as a dashboard, contract management insights and a Knowledge Center.
  4. The Knowledge Center provides guidelines and requirements in respect of the ingestion, cleansing, submission and publication of location data. Furthermore, Atlas contains global and local brand lists and information about lead times for all different steps in the Navads process including submission cycles and publication expectations per publishing channel.
  5. The content of the Knowledge Center may be amended from time to time. The fact that changes have been made will be notified through an automated notification to the email address attached to the Atlas account of the Customer.
  6. It is the Customer’s own responsibility to regularly check Atlas and the Knowledge Center for any changes made and the use of Atlas by the Customer will be for its own risk and account.

 

  1. Business Location Data
  2. Upon signing of the Agreement, the Customer may provide business location content to Navads. The business location content must be provided to Navads in accordance with the guidelines and requirements as described in the Knowledge Center. Navads accepts various delivery formats, including flat file format types as well as delivery per API, documentation of which is available in Knowledge Center. The day on which the Customer provides the business location content to Navads is hereinafter referred to as the “Ingestion Date”.
  3. As soon as reasonably possible and within the timeframes indicated in Atlas, Navads will perform a first check on the data. Navads will be entitled to refuse certain data from further processing if the data do not comply with the requirements included in the Knowledge Center. The date on which Navads communicates to the Customer which data it will process will hereinafter be referred to as the “Validation Date”.
  4. The data that Navads has indicated to process, including all intellectual property rights related thereto, will hereinafter be defined as the “Business Location Content” and will be considered as the Business Location Content “under management” by Navads.
  5. The Business Location Data will remain “under management” by Navads for the period selected on the Contract Form (the “Program Term”) with a minimum of 12 months.
  6. The processing of the Business Location Content means all steps performed by Navads between Ingestion Date until the data are ready to be submitted to publishing channels. In this process, Navads normalizes, validates, enriches, refines and verifies all attributes of the original data. Besides geolocation accuracy checks will be performed to submit the highest level of content quality. The Knowledge Center provides up-to-date service level arrangements for processing by Navads.
  7. Once processed, Navads will submit the Business Location Content to the third parties as selected in the Contract Form (the “Publishers”). The Customer acknowledges that the subsequent processing of the Business Location Content by the Publishers may vary per Publisher. More information on each Publisher’s program and/or products can be found in the Knowledge Center.
  8. During the term of the Agreement, the Customer may at any time provide additional or amended business location data to Navads, in which case the above procedure applies partly or in whole.
  9. Navads shall use commercially reasonable efforts to make the Business Location Content available to all of the selected Publishers and to procure that the selected Publishers publish as much Business Location Content of the Customer as possible. The Customer acknowledges and agrees, however, that Navads cannot guarantee that all the submitted Business Location Content will be displayed or published by the selected Publishers as this is at the Publishers sole discretion and that all indicated timeframes for publication will be met for numerous factors beyond Navads control. The Customer can therefore never hold Navads liable for any of its Business Location Content not published by selected Publishers or for publication not within the timeframes as indicated in Knowledge Center.

 

  1. Term and termination
  2. The Agreement commences on the date the Order Form is signed by both parties.
  3. The initial Program Term starts on the Validation Date.
  4. The Program Term will automatically be extended for periods of one (1) year each, unless terminated by either party by giving 60 days written notice prior to the end of such one (1) year period or a new Contract Form is signed between the parties.
  5. Each party has the right to terminate the Agreement with immediate effect in case:
  6. of a material breach by the other party, or repeated breaches (whether of the same or different obligations), the cumulative effect of which is a material breach of this Agreement, which breach is not cured within 30 days after written notice of the breach by the other party, or which breach is not capable of being cured;
  7. a party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

iii.     bankruptcy, liquidation or dissolution of a party.

  1. In the event the Agreement is terminated, for whatever reason, the following clauses shall survive termination: clause 6 (License), clause 7 (Representations and Warranties), clause 8 (Indemnity), clause 9 (Limitation of liability) and clause 10 (Confidentiality).

 

  1. Program Fees
  2. In exchange for providing the services as described in clause 3, the Customer shall pay to Navads the fees as agreed upon in the Contract Form (the “Program Fees”).
  3. Upon signing of the Agreement, Navads shall issue an invoice to the Customer for payment of (a part of) the Program Fees, as further described in the Contract Form. Subsequent invoices shall be sent by Navads to the Customer as frequent and at such times as agreed upon in the Contract Form.
  4. The Customer shall pay each invoice received from Navads within 30 days of the date included on the invoice.
  5. Except as otherwise specified in the invoice, payment shall be made in Euros to Navads.
  6. All sums due to Navads under this Agreement shall be paid by the Customer without setoff.
  7. The Program Fees will be due by the Customer throughout the entire Program Term even if, for whatever reason, certain locations cease to be “under management” during the Program Term. The only exception is if the Agreement is rightfully terminated by the Customer pursuant to clause 4.d of these Terms & Conditions, in which case the Customer will only be obliged to pay until the moment of termination of the Agreement.

 

  1. License
  2. Subject to the terms and conditions of the Agreement, the Customer hereby grants to Navads and its affiliates, who hereby accept, a worldwide, perpetual, irrevocable, non-exclusive, sub-licensable, transferable and royalty free license to:
  3. use, copy, modify and reformat the Business Location Content and, while keeping the Business Location Content under management combine, modify and enrich the Business Location Content with other data obtained by Navads or its affiliates;
  4. store the Business Location Content within Navads’ internal database for business location content;

iii.     sell, distribute, disseminate, promote and advertise products and services that include the Business Location Content;

  1. distribute (directly or through a chain of distribution) the Business Location Content and/or derivative works of the Business Location Content to any of the Publishers in or for use with any of their programs or products; and
  2. allow indirectly through the Publishers use of the Business Location Content by customers of the Publishers.
  3. Any changes or deletions made by the Customer to the Business Location Content will not in any way affect any rights already granted by Navads to the Publishers with respect to the Business Location Content that is subject to the changes or deletions.
  4. The Customer acknowledges and agrees that once the Business Location Content has been submitted to a Publisher, it will be out of Navads’ control. This means that as of that moment, Navads cannot procure or ensure the deletion or removal of the Business Location Content from any services, systems or devices under the control and operated by such Publisher or its customers or other third parties, nor can it procure or ensure non-modification or non-use of the Business Location Content by such Publisher, its customers or other third parties.
  5. During the (prolonged) Program Term, Navads has the right to use the Customer’s name, brand name and/or logos for marketing purposes.

 

  1. Representations and warranties
  2. The Customer represents and warrants that:
  3. it has the power and authority to enter into this Agreement;
  4. all Business Location Content provided to Navads, including all intellectual property rights related thereto, is rightfully owned by or licensed or transferred to the Customer in order to grant Navads the license as set forth in clause 6, unencumbered and clear of any rights, claims or interests of third parties;

iii.     the Business Location Content provided to Navads has been acquired, collected, processed, forwarded and licensed in compliance with applicable laws and regulations (including on privacy and data protection);

  1. the Business Location Content provided to Navads does not contain any viruses, spyware or other harmful code or materials and are, to the best of its knowledge, free of any errors or data inaccuracies;
  2. the Business Location Content provided to Navads does not contain any data, code or other materials that are subject to a GPL (GNU Public License) or LGPL (Lesser GNU Public License) license, ODbL (Open Database license), or any other license (i) that would impose obligations on Navads or any of the Publishers to distribute any data or software with which the Business Location Content is combined or to permit third parties to reverse engineer or replace any portions of any data or software with which the Business Location Content is combined, (ii) that would require Navads or any Publisher to license patent rights to any party, or (iii) that would impose any other obligation or limitation on Navads or any Publisher not expressly set forth in this Agreement*;
  3. it has obtained and will maintain all consents, approvals, authorizations, permits and exemptions required to fulfil its obligations under this Agreement;

vii.    performance of its obligations under this Agreement will not violate or infringe the rights or any third party, including but not limited to intellectual property rights, or conflict or interfere with any existing commitment or contractual obligation of the Customer.

* Further information about this topic can be found in Atlas.

 

  1. Indemnity
  2. The Customer shall indemnify, defend and hold harmless Navads and its employees, agents, representatives and affiliates from and against any and all costs, liabilities, damages, losses and expenses, including reasonable attorneys’ fees, resulting from:
  3. any claims of third parties that the Business Location Content infringes or misappropriates that third party’s intellectual property rights; and
  4. any claims of third parties that result from a breach of the Customer’s undertakings in respect of privacy regulations, data protection or confidentiality;

iii.     any claim of third parties attributable to any inaccuracy and/or incompleteness of the Business Location Content;

  1. a breach of any of the representations and warranties set out in clause 7.
  2. The parties will promptly notify each other upon becoming aware of any third party claim as described above.
  3. If the Customer, Navads or any of the Publishers is facing any third party claim as described above, or if the Customer believes the Business Location Content may infringe any third party’s intellectual property rights, the Customer shall as soon as reasonably possible at its own expense and at the discretion of Navads and the relevant Publisher, either:
  4. procure the right for Navads and the relevant Publisher to continue the use of the Business Location Content; or
  5. replace or modify the Business Location Content so as to make it non-infringing.

 

  1. Limitation of Liability
  2. Except for the Customer’s indemnification obligations under clause 8, neither party shall be liable (whether contractual, through tort or otherwise) for consequential, punitive, special or indirect damage, including but not limited to lost profits or anticipated profits, lost income or revenue, loss of use, loss of data, loss of reputation, loss of business, loss of goodwill or missed (business) opportunities, cost of substitute goods, or business interruption.
  3. Except for the Customer’s indemnification obligations under clause 8, in no event will the total liability of either party under this Agreement for all damage exceed the amounts paid or payable to Navads in the period of twelve months prior to the date on which the damage occurred.
  4. The limitations and exclusions of liability mentioned in the preceding paragraphs of this clause shall not apply if and insofar as the damage is the result of intentional or willful recklessness on the part of the liable party.

 

  1. Confidential Information
  2. Confidential Information” means the Agreement and all available information, procedures, reports and documentation in Atlas.
  3. The parties will not disclose any Confidential Information unless approved in writing by the other party.
  4. Upon a party’s request, the other party will return to the requesting party or, at the requesting party’s request and further instructions, destroy, the Confidential Information provided by the requesting party in relation to the Agreement.
  5. Confidential Information will not include information that:
  6. is generally and legitimately available to the public through no fault or breach of the party receiving the Confidential Information;
  7. is independently developed by the other party without the use of any Confidential Information;

iii.     was rightfully obtained from a third party who had the right without limitation to transfer or disclose it to the party receiving the Confidential Information.

 

  1. Transfer/assignment of the Agreement
  2. Navads may at any time assign the Agreement or assign or encumber its rights thereunder. In such an event, the Customer undertakes to co-operate to the extent necessary to effect such assignment or encumbrance expeditiously. The Customer may not assign this Agreement or assign or encumber any of its rights thereunder without the prior written consent of Navads.
  3. The Customer shall immediately notify Navads in case of a change of control of the Customer. In such case, Navads will be entitled (at its own discretion) to terminate the Agreement with immediate effect.

 

  1. Miscellaneous
  2. The Agreement may be amended only by a written agreement between the parties.
  3. The Agreement constitutes the entire agreement between the parties regarding the subject of the Agreement and it replaces all earlier agreements, oral or written, related to the subject of the Agreement. Evidence to the contrary is hereby excluded.
  4. If at any time any provision of the Agreement is or becomes illegal, void or invalid for any reason whatsoever, such invalidity shall not affect the validity of the remainder of the Agreement and such invalid provision shall be replaced by such other provision which, being valid in all respects, shall have an effect as close as possible to that of the replaced provision.

 

  1. Governing law and Jurisdiction
  2. This Agreement is governed by and construed in accordance with the laws of the Netherlands, without giving effect to principles of conflicts of law.
  3. Any disputes related this Agreement shall be exclusively submitted to the competent court in Amsterdam, the Netherlands.