General Terms and Conditions

January 2026

1 Scope

1.1 These General Terms and Conditions (GTC) for multisource•api govern the relationship between the Customer and the Service Provider (directoriesDATA) with respect to the general use and consumption of the multisource•api service offered by the Service Provider. The GTC form an integral part of the Customer Agreement and together with the Customer Agreement constitute the contract between the Customer and the Service Provider (hereinafter: the Agreement).
1.2 The Service Provider reserves the right to amend these GTC at any time.
1.3 General terms and conditions of the Customer are expressly excluded.

2 Services of multisource•api

2.1 multisource•api encompasses several service packages with different features. The Customer selects one or more service packages as set out in the Agreement.
2.2 In the Customer Agreement, the Customer selects one or more of the available data sources and defines a priority order for their use. The selected data sources and usage priorities are applied accordingly to all multisource•api calls.
2.3 To use multisource•api, the Customer submits an API request to the Service Provider and uploads the customer data to be processed.
2.4 The Service Provider matches the data records supplied by the Customer against the Customer’s selected and prioritised data sources and returns the responses and data corresponding to the API request.
2.5 The Service Provider is entitled to record the Customer’s behaviour (e.g. type of queries, use of functionalities, timing of access) in connection with the use of the multisource•api platform and to use the data obtained thereby for the purpose of improving its services and products.
2.6 The Service Provider is entitled to engage third parties for the provision of all services and to delegate or outsource services to third parties. In such cases, the Service Provider shall ensure that third-party services are rendered in accordance with these GTC. To the extent that the processing of personal data, which the Service Provider processes as a processor on behalf of the Customer, is outsourced to such third parties, clause 10.3.9 shall also apply.

3 General Provisions on Access to the multisource•api Platform

3.1 The Customer acknowledges that multisource•api is offered via the multisource•api platform to a large number of customers. The Service Provider does not grant the Customer any exclusive right of use.
3.2 Identification for use of the multisource•api platform is carried out by activating the username and associated password assigned to the Customer. The Customer is responsible for maintaining the confidentiality of the username and password and shall be liable to the Service Provider for any use of the multisource•api platform originating from the username activated for the Customer.
3.3 The Customer is solely responsible for the equipment and infrastructure enabling its access to and use of the multisource•api platform. The conclusion of the relevant contract with a telecommunications service provider or Internet Service Provider (ISP) is exclusively the Customer’s responsibility. The Customer is solely responsible for the transport of data. The Customer must procure or develop the access software necessary to access and use the multisource•api platform.
3.4 The Service Provider may make changes that do not reduce the scope of multisource•api services and do not require any adjustments on the Customer’s side at any time and without prior notice. Other changes will be communicated to the Customer 3 months before they take effect.
3.5 If a change results in a reduction of services, the Customer is entitled to terminate the current Agreement with one month’s notice as of the effective date of the change. If no notice is given within this period and by that date, the changes shall be deemed accepted by the Customer.
3.6 The Service Provider is entitled to deploy technical or software-based measures to enforce its rights against the Customer or to protect data against misuse. The Service Provider shall notify the Customer at least 5 days in advance.
3.7 Uninterrupted availability of the multisource•api platform is not guaranteed.

4 Use of the multisource•api Service by the Customer

4.1 The Service Provider enables the Customer to use the multisource•api service in accordance with this clause 4.
4.2 The Customer may use the data delivered by the Service Provider as follows:
Storage in the Customer’s own systems (including systems operated by an outsourcing partner). In this case, the Customer becomes the controller of such data within the meaning of the Federal Act on Data Protection, and directoriesDATA does not act as a processor of such data.
Free use for the Customer’s own purposes.
4.3 The Customer is free to use its own address data (including records updated via multisource•api). However, the Customer is prohibited from passing on the data delivered by the Service Provider, in whole or in part, to third parties or enabling third parties to use it, outside the scope of clause 4.2 (technical service providers such as cloud service providers are excepted). In particular, the Customer is prohibited from using the data delivered by the Service Provider for the purpose of selling or trading addresses or for similar purposes. The Customer shall ensure that any third parties authorised to use the data pursuant to clause 4.2 comply with the provisions of this clause 4.
4.4 The Customer shall ensure that, when using multisource•api, it holds any necessary consents of the data subjects for the use of their personal data and that such data subjects have been informed of the disclosure of their personal data to the Service Provider. The Customer is obliged, when handling multisource•api data or when obtaining personal data through the use of multisource•api (thereby becoming the controller of such data), to comply fully with the provisions of applicable law, in particular the Swiss Federal Act on Data Protection (FADP) and, where applicable, the European General Data Protection Regulation (GDPR).
4.5 If the Customer breaches the provisions of clauses 4.1 to 4.3, the Customer shall owe the Service Provider a contractual penalty of ten times the contract value accrued to date, up to a maximum of CHF 100,000. Payment of the contractual penalty does not release the Customer from compliance with all obligations under this Agreement or from compensating the Service Provider for all resulting damages. Furthermore, in the event of any breach of the Agreement by the Customer, the Service Provider is entitled to terminate all contractual relationships with immediate effect and without compensation and to immediately block the Customer’s access to the multisource•api platform.

5 Processing of Customer Data by the Service Provider

5.1 In order to use multisource•api services, the Customer makes its data (customer data) available to the Service Provider, which the Service Provider stores on its systems on behalf of the Customer. The Service Provider may use the customer data solely in accordance with this Agreement. Any other use of the customer data by the Service Provider is prohibited. If the Service Provider breaches the provisions of clause 5.1, it shall owe the Customer a contractual penalty of CHF 100,000. Payment of the contractual penalty does not release the Service Provider from compliance with all obligations under this Agreement or from compensating the Customer for all resulting damages. Furthermore, the Customer is entitled to terminate the Agreement with immediate effect and without compensation.
5.2 The Service Provider undertakes to comply with the provisions of the FADP and, where applicable, the GDPR in its handling of customer data.

6 Liability of the Service Provider

6.1 To the extent permitted by law, any liability of the Service Provider is excluded. Any liability for consequential damages and loss of profit is waived.
6.2 The Customer expressly acknowledges that the Service Provider is furthermore not liable for:
the accuracy and completeness of the data contained in the data sources used by multisource•api;
decisions made by the Customer itself regarding the adoption of processing results;
damages caused to the Customer by third-party misuse of the connection (including viruses);
service interruptions and resulting damages to the Customer;
errors caused by network, internet or access providers;
damages to the Customer if changes in the Customer’s legal circumstances were not notified in writing in a timely manner;
force majeure events such as natural disasters, armed conflicts, strikes, unforeseeable regulatory restrictions, virus attacks on data processing systems, etc.;
the availability of the multisource•api platform.
6.3 Data records that have already been delivered cannot be returned, as the contractual performance consists in the creation and delivery of the data records to the Customer.

7 Prices and Data Volumes

7.1 The prices payable by the Customer for use of multisource•api are set out in the pricing schedule (Annex A to the Agreement).
7.2 The data volumes consumed are continuously recorded statistically by the multisource•api system and periodically reported by the Service Provider to the Customer for invoicing purposes.
7.3 All prices and flat-rate fees stated in the Agreement are exclusive of any domestic or foreign taxes or levies (in particular exclusive of VAT). Communication costs shall be borne entirely by the subscriber.
7.4 The Service Provider is entitled to adjust the prices, flat-rate fees and tiers contained in the Agreement at any time with two months’ notice. In such case, the Customer is entitled to terminate the current Agreement with one month’s notice as of the effective date of the adjustment. If no notice is given within this period and by that date, the adjustments shall be deemed accepted by the Customer.
7.5 The statistics generated on the Service Provider’s systems shall be authoritative for determining the volumes relevant to invoicing.

8 Payment Terms

8.1 Invoices are issued on a monthly basis.
8.2 The payment term for multisource•api invoices is 30 days.
8.3 If payment of an invoice is not made within the payment term set out in clause 8.2, the Customer is in default. In such case, the Service Provider is entitled to send two written reminders, each granting an extension of 20 days. If the invoice is still not paid or not paid in full within the second extended deadline, the Service Provider is entitled, without further notice, to cease all services entirely and to block the Customer’s access to the multisource•api platform. The subscriber waives the right to offset any claims of its own against invoices of the Service Provider.
8.4 If the Customer is in default on a monetary obligation, default interest of 5% per annum shall apply.

9 Ownership and Intellectual Property Rights in multisource•api Data

9.1 The Customer acknowledges that all intellectual property rights in the multisource•api platform and the data contained therein belong to the Service Provider. The Service Provider acknowledges that all intellectual property rights in the Customer’s data records and the data contained therein belong to the Customer.
9.2 From the Customer Agreement, these GTC, or the use of multisource•api, the Customer may not derive any rights beyond those expressly granted in the multisource•api platform, the data contained therein, or the multisource•api service.

10 Data Protection

10.1 The Service Provider’s Privacy Policy in its current version applies, available at www.directoriesdata.ch.
10.2 The Service Provider processes personal data exclusively in Switzerland or in countries of the EU or EEA.
10.3 To the extent that the Customer makes personal data available to the Service Provider for processing as a data processor, the Customer remains the sole controller within the meaning of data protection law.
The following provisions also apply in the area of data processing on behalf of the Customer:
10.3.1 The Service Provider processes the personal data made available by the Customer for processing, for the duration of the Agreement, for the purpose of providing the contractually agreed services, and stores and processes such personal data on its systems on behalf of the Customer.
10.3.2 Subject to mandatory statutory provisions, the Service Provider processes personal data exclusively for the performance of the Agreement, and only for the purposes and in accordance with the Customer’s documented instructions. The Customer’s instructions arise primarily from the Agreement and from the manner in which the subscriber uses the Service Provider’s services.
10.3.3 The Service Provider shall ensure that all persons authorised to process personal data are bound by confidentiality obligations, unless they are subject to an appropriate statutory duty of confidentiality.
10.3.4 The Service Provider shall implement appropriate technical and organisational measures to protect personal data, meeting the requirements of applicable data protection legislation.
10.3.5 To the extent reasonably possible, the Service Provider shall assist the Customer through appropriate technical and organisational measures in fulfilling its obligation to inform data subjects in accordance with applicable data protection law, and shall respond to the Customer’s enquiries regarding data subjects’ rights.
10.3.6 The Service Provider shall notify the Customer without delay if it is of the opinion that an instruction from the Customer regarding the processing of personal data could violate applicable data protection law.
10.3.7 The Service Provider shall assist the Customer with respect to its obligations under applicable data protection law. The Service Provider shall notify the Customer without delay of any data protection breach within the Service Provider’s area of responsibility.
10.3.8 The Service Provider shall make available to the Customer all information reasonably required for the Customer to adequately document compliance with the provisions of this clause 10.3 by the Service Provider. Where legally required under applicable data protection law and where the information provided by the Service Provider alone is insufficient, the Service Provider shall allow the Customer, to the extent legally required, to conduct inspections carried out by the Customer or by an auditor appointed by the Customer and accepted by the Service Provider, bound by confidentiality, at the Customer’s expense. Such inspections must not impede normal operations at the Service Provider and affected sub-processors. They shall be conducted at prior agreement during normal business hours and must not compromise the protection of confidential information and personal data of other customers of the Service Provider.
10.3.9 The Service Provider may outsource the processing of personal data to third parties (“sub-processors”), in particular for the purposes of operating, developing and maintaining the IT infrastructure used to provide services. The Customer hereby consents to such outsourcing. An up-to-date list of sub-processors engaged by the Service Provider is available in the API web portal. The Service Provider is entitled to make changes to this list and shall inform the Customer in an appropriate manner (e.g. by a notice in the API web portal). The Customer may object in writing to the engagement of a new sub-processor or the replacement of an existing one for material data protection reasons within 30 days (or within a shorter deadline designated by the Service Provider in urgent cases) from the date of notification, failing which the Customer’s consent to the change shall be deemed given. If the Customer objects in a timely manner to a change notified by the Service Provider, the Service Provider may at its discretion either refrain from implementing the change not accepted by the Customer or terminate the Agreement with immediate effect. The Service Provider shall impose equivalent data protection obligations on its sub-processors as those applicable to the Service Provider under this Agreement.
10.3.10 The Service Provider is entitled to charge the Customer for costs and expenses arising from the provision of services pursuant to clauses 10.3.5, 10.3.7 and 10.3.8, provided the Service Provider has notified the Customer in advance.
10.3.11 At the Customer’s request, and at the latest upon termination of the Agreement, the Service Provider shall delete the personal data processed by it as a processor, unless the Service Provider is legally required to retain such data. Where deletion is only possible with disproportionate effort (e.g. in backups), the Service Provider may instead restrict access to the personal data. Where the Service Provider retains personal data beyond the end of the Agreement, it shall continue to keep such data confidential in accordance with the provisions of this clause 10.3. The Service Provider is entitled to use data – including beyond the end of the Agreement – in anonymised form for error analysis and the further development of software functions or for benchmarking purposes.

11 Entry into Force, Amendments and Termination

11.1 The Agreement enters into force on the effective date stated in the purchase agreement.
11.2 The Agreement may be terminated by the Service Provider with immediate effect if a change of control occurs at the subscriber. A change of control means the transfer of the majority of the participation or voting rights of the Customer and/or the granting of contractual rights to a minority shareholder of the Customer that effectively place that minority shareholder in the position of a majority shareholder.
11.3 The Agreement terminates upon notice of termination or upon its fulfilment.
11.4 Either party may terminate the multisource•api service by registered letter with three months’ notice at the end of the contract term. Without termination, the Agreement is automatically renewed for the same contract term.
11.5 The usage restrictions pursuant to clause 4 continue to apply after termination of this Agreement.
11.6 Amendments or supplements to the Agreement are only valid if agreed in writing by the contracting parties. This also applies to the waiver of this written form requirement.
11.7 Without the prior written consent of the Service Provider, the Customer is not entitled to assign or transfer the contractual relationship as a whole or individual claims thereunder to third parties.
11.8 Should individual provisions of the Agreement be incomplete, legally invalid or unenforceable for legal reasons, the validity of the remainder of the Agreement shall not be affected. In such a case, the contracting parties shall reach an agreement replacing the relevant provision with a valid provision that is economically as equivalent as possible.

12 Applicable Law and Place of Jurisdiction

12.1 The contractual relationship between the parties is governed by Swiss law, excluding the conflict of laws rules and the provisions of the Vienna Convention on the International Sale of Goods (United Nations Convention on Contracts for the International Sale of Goods, concluded in Vienna on 11 April 1980).
12.2 Zurich is the exclusive place of jurisdiction for all disputes. For customers with a foreign domicile or registered office, Zurich shall also be the place of enforcement and the exclusive place of jurisdiction for all proceedings.