General Terms of Sale

1. Purpose

These GTS define the contractual conditions applicable to the subscription to a paid plan (Starter, Pro or Enterprise) granting access to the CompanyBelgium API, its request quotas, and associated features. Placing an order implies full acceptance of these GTS, which take precedence over any other document from the customer, unless expressly agreed otherwise in writing by the Provider.

2. Definitions

For the purposes of these GTS, the following terms shall have the following meanings:

• "Provider" or "Espero-Soft": Espero-Soft Informatiques SRL, a Belgian limited liability company, publisher and operator of the CompanyBelgium API
• "Customer": any natural or legal person subscribing to the API, whether acting in a professional capacity (B2B) or as a consumer (B2C)
• "API": the application programming interface providing automated access to data from the Belgian Crossroads Bank for Enterprises (BCE/KBO)
• "Subscription": the digital service provision contract concluded between the Provider and the Customer, including monthly request quotas and features defined according to the chosen plan
• "API Keys": all secret identifiers (public key pk_live_* and secret key sk_live_*) assigned to the Customer to authenticate their requests
• "Plan": the subscription plan chosen from Starter, Pro or Enterprise, determining the applicable quotas, limits and rates
• "BCE Data": public data relating to Belgian companies sourced from the Crossroads Bank for Enterprises
• "Business Day": any day from Monday to Friday, excluding public holidays in Belgium
• "Service Content": all data, documentation, interfaces and features accessible via the API
• "Consumer": in accordance with the Belgian Code of Economic Law, any natural person acting for purposes outside their commercial, industrial, craft or professional activity

3. Seller Identification

The publisher and seller of the service is the following company, duly registered and subject to Belgian VAT:

• ESPERO-SOFT INFORMATIQUES SRL
• Legal form: Belgian limited liability company (SRL)
• Company number (BCE): 1033.022.383
• Intra-Community VAT number: BE 1033.022.383
• Registered office: Rue de la Colonne 1A, 1080 Molenbeek-Saint-Jean, Belgium — Contact: info@espero-soft.com — +32 484 711 719

4. Description of Subscriptions

Subscriptions grant access to the BCE/KBO API with differentiated monthly quotas and hourly rate limits. The technical characteristics and pricing of the plans are listed below (B2B prices are quoted excl. VAT, B2C prices are displayed VAT included on the order page in accordance with Article VI.2 of the Belgian Code of Economic Law). The Customer may change plans at any time from their account area: an upgrade takes effect immediately with prorated billing of the difference, while a downgrade takes effect on the next renewal date, with no refund for the current period.

• Free — free of charge, 1,000 requests/month, 100 requests/hour, community support only
• Starter — €290/year excl. VAT (€350.90 incl. VAT), 10,000 requests/month, 500 requests/hour, email support (response within 72 business hours)
• Pro — €990/year excl. VAT (€1,197.90 incl. VAT), 50,000 requests/month, 2,000 requests/hour, priority email support (response within 24 business hours)
• Enterprise — custom pricing, personalized volume, dedicated SLA negotiated contractually, telephone support and dedicated account manager

5. Prices, VAT and Invoicing

In accordance with Article VI.2 of the Belgian Code of Economic Law, prices displayed to consumer Customers include VAT and any other applicable taxes (incl. VAT). Prices displayed to professional Customers subject to VAT are quoted exclusive of taxes (excl. VAT); Belgian VAT at the legal rate in force (21% as of the date hereof) is added to the net amount. Professional Customers subject to VAT and established in another EU Member State benefit from VAT reverse-charge in accordance with Directive 2006/112/EC, provided they communicate a valid intra-Community VAT number verified via the VIES system. The price actually applicable to each Customer is displayed clearly on the order summary before payment validation. Prices may be revised with thirty (30) days' notice sent by email to the account address; existing subscriptions remain billed at the initial rate until their next renewal, and the Customer is entitled to terminate free of charge if they do not accept the new pricing. Invoices are issued monthly or annually depending on the chosen billing cycle and are payable within fourteen (14) days of issue, unless otherwise agreed.

6. Ordering and Payment

Subscription is completed exclusively online via our PCI-DSS certified payment provider, Stripe Payments Europe Ltd (Dublin, Ireland). Order acceptance is conditional upon payment validation or payment method authorization. In accordance with Article VI.46 §7 of the Code of Economic Law, the Customer receives immediately after subscription a confirmation email on a durable medium containing the summary of the chosen plan, the price paid, the version of the GTS in force, and their first invoice. Accepted payment methods are:

• Credit and debit cards (Visa, Mastercard, American Express)
• SEPA direct debit (subject to geographical availability and eligibility)
• Bank transfer (Enterprise plans only, upon prior agreement and presentation of a firm order)

7. Free Trial

Starter and Pro plans include a free trial period of seven (7) calendar days, activatable without registering a credit card upon the Customer's first subscription. The Customer may end the trial at any time from their account area, free of charge and without justification. Failing cancellation, the subscription is automatically converted into a paid annual subscription at the end of the trial period. The Customer is notified by email three (3) days before this conversion. During the trial, all plan features are accessible under the same conditions as the paid subscription.

8. Billing and Automatic Renewal

Monthly subscriptions are invoiced and charged every month on the anniversary date of the initial subscription. Annual subscriptions are invoiced in full upon subscription, then on each annual anniversary date. Renewal is automatic and tacit. [B2B] Professional Customers may terminate at least 48 hours before the end of the current period from the subscription management portal (Stripe Customer Portal) or by written notification to info@espero-soft.com. [B2C] In accordance with Article VI.91/3 of the Code of Economic Law, the consumer Customer is informed by email at least one (1) month before the anniversary date of the possibility to cancel their subscription. After the first tacit renewal, the consumer Customer may cancel at any time, free of charge and without compensation, with a notice period of no more than two (2) months. Cancellation is performed from the subscription management portal or by written notification to info@espero-soft.com. Continued use of the service after the renewal date constitutes acceptance of the renewal.

9. Right of Withdrawal

Before the conclusion of the contract, the consumer Customer is informed in a clear and intelligible manner of the conditions for exercising and losing their right of withdrawal. In accordance with Article VI.53, 13° of the Belgian Code of Economic Law transposing Article 16(m) of Directive 2011/83/EU, the consumer Customer expressly consents, at the time of subscription (including when activating a free trial), to the digital service performance starting immediately and acknowledges that they consequently lose their fourteen (14) day right of withdrawal. This prior consent and acknowledgment of loss are evidenced by the mandatory checkbox during the ordering process, the timestamp and IP address of which are kept as proof. Customers acting in a professional capacity (B2B) do not benefit from the right of withdrawal provided for by consumer law.

10. Termination

The Customer may terminate their subscription at any time from their management area (Stripe Customer Portal) or by written request sent to info@espero-soft.com. Termination takes effect at the end of the current billing period; no pro-rata temporis refund is issued for the remaining period, except as required by mandatory law or under specific agreement for Enterprise plans. In case of serious breach by the Customer (non-payment, repeated and abusive exceeding of quotas, violation of terms of use, fraudulent or unlawful use), the Provider sends the Customer a formal notice by email granting a seven (7) calendar day period to remedy the situation. Failing remediation within this period, the Provider may suspend access to the service and/or terminate the subscription as of right, without compensation. In case of manifest abuse threatening the integrity of the service (cyberattack, intentional quota circumvention, manifest violation of the law), the Provider reserves the right to suspend access immediately as a precautionary measure, with notification sent to the Customer as soon as possible.

11. Customer Obligations

The Customer undertakes to comply with all of the following obligations throughout the duration of the subscription:

• Strictly comply with the quotas and rate limits of the subscribed plan; any repeated exceeding may result in temporary or permanent suspension of access
• Maintain the confidentiality of their API keys and not share, resell, assign or sublicense them to third parties without prior written consent from the Provider; the Customer is solely responsible for any use made under their credentials
• Notify the Provider without delay (within a maximum of 24 hours) in case of suspected compromise, fraudulent use or unauthorized access to their account or API keys, via security@espero-soft.com

12. Liability and Warranty

The service is provided "as is". The Provider undertakes to implement all reasonable means to maintain 99.5% service availability on a monthly basis, excluding scheduled maintenance periods announced with reasonable notice, and excluding force majeure events. BCE data comes from official public sources; the Provider does not guarantee their accuracy, completeness or timeliness, and disclaims any responsibility for the use made of them by the Customer. The Provider's total liability for any direct damage, proven and attributable exclusively to the Provider, is limited to the total amount actually paid by the Customer for the subscription during the twelve (12) months preceding the event giving rise to the damage. The Provider excludes any liability for indirect damage, including in particular loss of revenue, loss of customers, loss of data, reputational harm or any consequential loss. [B2C] These liability limitations apply without prejudice to mandatory consumer protection provisions and do not cover wilful misconduct, gross negligence or intentional fault by the Provider or its agents. The legal warranty of conformity for digital services provided by Articles 1701/1 to 1701/19 of the Belgian Civil Code, transposing Directive (EU) 2019/770, applies as of right to consumer Customers, and no provision of these GTS may set it aside.

13. Changes to the GTS

The Provider reserves the right to amend these GTS at any time, subject to compliance with applicable legal provisions. Any material change will be notified by email to the Customer account address at least thirty (30) days before it takes effect. The Customer has the right to terminate free of charge and without penalty, to be exercised before the effective date of the new GTS by submitting their request in writing. Failing termination within this period, the new GTS shall be deemed accepted. Minor modifications (typographical corrections, clarifications) may be made without notice.

14. Intellectual Property

All elements comprising the CompanyBelgium API (source code, architecture, documentation, interfaces, algorithms, design, logos and trademarks) remain the exclusive property of Espero-Soft Informatiques SRL or its licensors. The subscription grants the Customer a personal, non-exclusive, non-transferable and revocable right of use, limited to the duration of the subscription and solely for the purposes provided for herein. The Customer is prohibited from reproducing, modifying, adapting, translating, decompiling, disassembling, reverse engineering, creating derivative works, or commercially exploiting all or part of the service outside of the authorized use, except in cases expressly authorized by law, and in particular Article XI.300 of the Belgian Code of Economic Law transposing Article 6 of Directive 2009/24/EC concerning decompilation for interoperability purposes. BCE data returned by the API is public data; however, the formatting, enrichment, aggregation and database compiled by the Provider benefit from the sui generis protection provided by Articles XI.305 et seq. of the Code of Economic Law transposing Directive 96/9/EC.

15. Confidentiality

API keys (public key and secret key), login credentials and any technical information relating to the implementation of the service constitute confidential information. The Customer undertakes to take all reasonable measures to preserve their confidentiality and prevent any unauthorized access. In case of unauthorized disclosure, loss or compromise, the Customer must immediately inform the Provider and regenerate their keys from their account area. The Provider undertakes not to disclose the Customer's confidential information to third parties, except under legal obligation, request from competent authorities, or technical necessity with subcontractors bound by equivalent confidentiality obligations. This confidentiality obligation survives the termination or expiration of the subscription for a period of five (5) years.

16. Personal Data Protection

The Provider acts as data controller for personal data collected during account creation and subscription management (name, email address, professional contact details, billing data). This data is processed in accordance with Regulation (EU) 2016/679 (GDPR) and the Belgian law of July 30, 2018. Full information about processing activities (purposes, legal bases, recipients, retention periods, transfers outside the EU, data subject rights) is detailed in our Privacy Policy available at https://companybelgium.be/privacy, which forms an integral part of these GTS. When the Customer uses the API to retrieve BCE data containing personal information (directors, managers, natural persons listed in the public register), they act as a separate data controller for their own purposes. The Customer undertakes to comply with the GDPR and the original purpose of such data (transparency of the public business register). The Provider does not act as the Customer's processor within the meaning of Article 28 GDPR for these downstream processing activities. The main purposes of processing by the Provider are:

• Contract performance (subscription management, billing, technical support) — legal basis: Article 6.1.b GDPR
• Legal obligations (invoice retention for 10 years, tax and AML obligations) — legal basis: Article 6.1.c GDPR
• Legitimate interests of the Provider (service improvement, fraud detection, security, service-related communications) — legal basis: Article 6.1.f GDPR
• The Customer has a right of access, rectification, erasure, restriction, portability and objection, exercisable by email to dpo@espero-soft.com or by mail to the registered office. In case of complaint, the Customer may contact the Belgian Data Protection Authority (APD/GBA), Rue de la Presse 35, 1000 Brussels, contact@apd-gba.be

17. Force Majeure

Neither party shall be held liable for total or partial non-performance of its obligations if such non-performance results from a force majeure event within the meaning of Article 5.226 of the Belgian Civil Code, including: natural disaster, fire, flood, war, act of terrorism, general strike, pandemic, government decision, widespread Internet or telecommunications infrastructure failure, large-scale cyberattack affecting critical infrastructure, or failure of a hosting provider beyond the Provider's control. The affected party must inform the other party as soon as possible and endeavor to minimize the consequences of the event. If the force majeure situation continues beyond sixty (60) days, either party may terminate the contract as of right without compensation.

18. Late Payment

In the event of failure to pay an invoice in full by its due date, the Provider reserves the right to suspend access to the service until full regularization. [B2B] For professional Customers, in accordance with the Belgian law of August 2, 2002 on combating late payment in commercial transactions, any amount not paid by the due date shall automatically bear, without prior formal notice: (i) late payment interest at the legal rate applicable to commercial transactions, increased by 8 percentage points, calculated on the unpaid amount from the due date until full payment; and (ii) a flat-rate recovery compensation of €40, without prejudice to the Provider's right to claim additional compensation upon proof of actual costs incurred. [B2C] For consumer Customers, in accordance with the Belgian law of May 4, 2023 on consumer debts, the Provider sends a first free reminder at the due date, granting at least fourteen (14) calendar days to remedy the situation. Failing payment within this period, the following are due as of right: (i) interest at the legal rate in force, and (ii) a flat-rate compensation capped according to the unpaid amount: €20 for a debt up to €150, €30 + 10% of the amount between €150 and €500, or €65 + 5% of the amount above €500 (with an overall cap of €2,000). No interest or penalties beyond these caps may be claimed from the consumer Customer.

19. Severability

If one or more provisions of these GTS are held to be invalid, void or unenforceable by virtue of a law, regulation or final judicial decision of a competent court, the other provisions shall retain their full force and effect. The parties shall then endeavor to replace the invalid clause with a valid clause producing legal and economic effects as close as possible to those of the annulled clause. Partial nullity of a clause does not affect the validity of the other provisions of that same clause if they can be read independently.

20. Governing Law, Jurisdiction and Dispute Resolution

These GTS are governed by Belgian law. Any dispute relating to their interpretation, execution or termination shall fall within the exclusive jurisdiction of the courts of the Brussels judicial district (enterprise courts for B2B disputes, courts of first instance for disputes involving a consumer), without prejudice to mandatory consumer law provisions allowing the consumer to bring proceedings before the courts of their domicile. In accordance with Regulation (EU) No 524/2013, the consumer Customer can access the European Online Dispute Resolution (ODR) platform at https://ec.europa.eu/consumers/odr. The consumer Customer may also bring a free claim before the Consumer Mediation Service (FPS Economy), boulevard du Roi Albert II 8 box 1, 1000 Brussels, contact@mediationconsommateur.be, https://mediationconsommateur.be. These GTS constitute the entire agreement between the parties and replace any prior agreement, proposal or communication relating to their subject matter. The fact that either party fails to enforce any breach by the other party of any obligation shall not be construed as a waiver of the obligation in question or as a waiver of the right to enforce such breach in the future. Proof of acceptance of these GTS may be provided by any means, including in particular service connection logs, order timestamps, the Customer's IP address and electronic acknowledgment of receipt.

21. Language of the Contract

These GTS are drafted in French. An official translation in Dutch and English is provided. In case of divergence between language versions, the French version prevails, without prejudice to the right of consumer Customers established in Belgium to invoke the version drafted in their own language (French or Dutch). All communications between the Provider and the Customer may take place in French, Dutch or English, at the Customer's choice.

22. Assignment and Subcontracting

The Provider may use subcontractors to perform all or part of the service (in particular cloud hosting, payment providers, email service providers, monitoring services), under its own responsibility and provided that such subcontractors offer sufficient guarantees in terms of security and data protection in accordance with Article 28 GDPR. The list of main subcontractors is kept up to date in the Privacy Policy. The Customer may not assign the benefit of the contract to a third party, in whole or in part, free of charge or for consideration, without the prior written consent of the Provider. The Provider may assign or transfer the contract to a successor in the context of a merger, demerger, partial contribution of assets or transfer of business, provided that it informs the Customer within a reasonable period and gives them the option to terminate free of charge if they do not accept the assignment.