API Transactional Services: the Services provided by the Contractor to the Client with respect to Contracting Services offered to Third Parties via API.
Client: the counterparty of the Contractor. This includes (but is not limited to) both the Provider/Rentor and the Transferee/Rentee.
Contracting Services: the mediation Services by Contractor to Provider and/or Rentor and/or Transferee and/or Rentee, with the objective of assisting said Parties in entering into an agreement for the transfer and/or rental of domain names, as well as associated services and activities performed by the Contractor.
Contractor: Please be informed that Undeveloped B.V., located at Tesselschadestraat 11, 1054 ET, Amsterdam, the Netherlands, with VAT number NL854196468B01 and registered with the Chamber of Commerce under number 61079049 is Contractor that is responsible for exploiting the platform Dan.com. Please refer to Undeveloped B.V. should you have any questions or queries with respect to the platform.
However, in order to warrant the availability of the funds transferred and/or payments made and/or payments made with respect to any transaction executed through Dan.com, our Foundation DAN Domain Transfer Foundation, located at Tesselschadestraat 11, 1054 ET, Amsterdam, the Netherlands shall be considered the Contractor for these services. In order to service our US based clients who transfer funds and/or payments with the use of a credit card, Dan.com, INC. located at 160 Tracy St., Unit 10, Athens, GA 30601 shall be considered the Contractor with respect to these transactions.
Depositing Party: the Contractor, that will hold the domain name in deposit if the Clients entered into the Instalment agreement or the Rental agreement.
Domain Purchase Price: the price agreed between the Provider and Transferee for the (ownership) transfer of a domain name.
Instalment Agreement: (only applicable for instalment/Lease to own transactions): the agreement between the Provider, the Transferee and the Contractor which agreement will be entered into if the Provider and the Transferee have agreed to an instalment plan regarding the Price.
Parties: Contractor and the Client. In this respect, either party may individually be referred to as the “Party” or “Counterparty”.
Price: the price agreed between the Contractor and the Client with respect to the Services.
Provider: the party offering a domain name for sale and/or selling a domain name.
Registrar Services: the Services provided by the Contractor to the Client with respect to registering a domain name, including associated services such as management of the respective domain.
Rental Agreement: (only applicable for domain rental transactions): the agreement between the Rentor and the Rentee regarding the rent of the Domain Name.
Rentee: the party who rents a domain name from the Rentor.
Rentor: the party who rents a domain name to the Rentee.
Service Agreement: the agreement between Contractor and the Client, under which the Contractor itself, whether or not for payment of a commission, undertakes to the Client to provide Services.
Services: all services provided by Contractor to the Client. This includes Contracting Services with respect to domain name transfers, as well as Registrar Services and API Transactional Services.
Third Party: a party with which the Contractor does not have a contractual relationship.
Transferee: the party wishing to acquire a domain name.
User: the user of the Website (as defined below).
2.1 The Terms apply to any use of the Website (through any communication service whatsoever) and to all Services provided by the Contractor. Moreover, these Terms apply to any agreement between the Contractor and the Client (including, but not limited to, the Service Agreement, Rental Agreement and Instalment Agreement) and its respective legal successor(s).
2.2 The Terms are also applicable to contracts with the Contractor, for which Third Parties are involved by the Contractor to carry out the Contract.
2.3 Deviations or additions to the Terms are only valid when expressly agreed to in writing by the Contractor.
2.4 The applicability of any terms and conditions of the Client is explicitly rejected. Such terms and conditions only apply if they are accepted in writing by the Contractor.
2.5 If any provision of the Terms is invalid or annulled, the remaining provisions of the Terms remain in full force and effect. The parties will then consult in order to agree on new provisions to replace the invalid provisions, while the purpose and intent of the original provisions are observed to their fullest extent.
2.6 In case of uncertainty regarding the interpretation of one or more provisions of the Terms, or if a situation occurs between the Parties that is not regulated by the Terms, the overall meaning and objective if the Terms will be leading and taken into consideration.
2.7 If the Contractor does not require a continuous strict compliance with the Terms, this does not mean that its provisions do not apply, or that the Contractor to any degree would lose the right to otherwise demand strict compliance with the provisions of the Terms.
2.8 The Contractor is at all times entitled to unilaterally amend these Terms. Any such changes will take effect at the date communicated therein (which will at any case be within a reasonable timeframe after they are announced), or upon Client’s first use of the Website and/or the Services, whichever occurs earlier.
3.1 The Contractor operates the Website. The Website offers a platform on which:
3.2 In performing the Services as referred to above under (1), (2) and (4), the Contractor facilitates the handling and executing of an agreement to transfer a domain (either through ownership transfer or transfer of associated rights, such as lease or rental) between the Provider, the Transferee and/or Third Parties. The Contractor enables the communication between these parties and facilitates the transfer of the domain name after payment or the availability to the DNS of a domain in case of a Lease to Own or Rental agreement. For the avoidance of doubt, Contractor is not a party to any such agreement and assumes no liability and bears no responsibility in this respect, other than the responsibilities as set out in the respective agreement between the Contractor and the Client (such as the Service Agreement, Rental Agreement or Instalment Agreement).
3.3 Parties acknowledge and agree that the Contractor cannot exercise any rights to and therefore no influence on the actual state of the domain, including the accessibility of the domain names offered by the Provider. Contractor does not make any guarantees or warranties with respect to the domain. In case of a dispute with respect to the domain, Provider and the Transferee shall resolve such dispute between themselves. Contractor may provide facilitating services at its sole discretion, in order to help Provider and Transferee resolve their dispute amicably.
3.4 Provider and Transferee will enter into a separate agreement when either the Provider or Transferee has accepted the last offer made by the Transferee or Provider on the domain name of the Provider. Notwithstanding the foregoing, a binding agreement will be deemed to have been entered into between Transferee and the Provider, if the Transferee initiates a purchase via the so called Buy Now, Lease to Own or Rental option.
3.5 In exchange for its Services, Contractor is entitled to a commission fee from Provider, payable upon execution of the respective agreement between the Provider and Transferee. Contractor shall transfer the associated payment with a deduction of the applicable commission fee from the Price.
3.6 If the Provider and the Transferee have agreed on a Domain Purchase Price in a Lease to Own or Rental Agreement, Parties shall enter into an Instalment Agreement which shall be sent to the Transferee. The Provider will deliver the domain name under retention of title to Contractor until the Transferee has paid the full agreed Price in accordance with the Instalment agreement. The Contractor then manages the domain name on behalf of the Provider and Transferee, at their sole instructions. Contractor does not accept any liability, nor does it provide any warranty or guarantee other than that it hold the title in the domain for the duration of the Instalment Agreement. The Transferee may use the domain name under the conditions as set out in the Instalment Agreement until the transfer has taken place.
3.7 The Contractor shall at all times retain the right to cancel and/or terminate any (Instalment) Agreement and/or payment of the Domain Purchase Price if the Contractor believes this to be reasonably necessary (in its sole discretion), without any right of restitution of instalment(s) already paid and/or payment of any damages (whether direct or indirect). For the avoidance of doubt, if an Instalment Agreement is cancelled and/or terminated for whatever reason, the Instalment will be considered to have been a Rental Agreement (with retroactive effect), for which no restitution of Instalment (e.g. Rental) Fees are payable (see Clause 7.11).
3.8 In case all of the above criteria are met, the Contractor will complete the transaction of the domain transfer and/or Domain Purchase Price in accordance with its own procedures. Parties acknowledge and agree that the Contractor is not a payment provider and that Contractor does not make any warranties in that respect. In order to effectuate the transfer of payments, Contractor uses the services of a third party payment provider. The terms and conditions of the third party payment provider shall apply to such payments.
3.9 The Contractor shall at all times be entitled to transfer its rights and obligations from the Agreements relating to the Services to one of its group companies or its other appointed third parties and to amend its Services unilaterally. The Client can only transfer the rights and obligations from the Agreement(s) upon prior written consent from the Contractor.
4.1 If an agreement is reached between the Provider and the Transferee with respect to a domain, the Provider and the Transferee will undertake to provide full cooperation to the Contractor so that the Contractor can facilitate the transfer of the domain name.
4.2 Contractor shall invoice the Client upon providing the Services. Parties agree that separate payment and/or billing instructions may apply or be entered into by way of a separate agreement (including Service Agreement, Rental Agreement and Instalment Agreement). In case of a domain name transfer between two companies, the Transferee shall submit its business information (including address and VAT reference number, if applicable) to the Contractor in order for Contractor to generate the invoice.
4.3 Upon verification of receipt of the applicable Domain Purchase Price, Contractor shall transfer the domain to Transferee. If the Provider and the Transferee have agreed to an instalment plan or Lease to Own agreement regarding the Domain Purchase Price, the domain shall be transferred upon securing the total purchase Price in accordance with the conditions as set out in the applicable Instalment Agreement.
4.4 If the Contractor, for whatever reason, is unable to carry out its work or perform the Services, Contractor shall contact the Client(s) to reach a satisfactory solution for all Parties involved.
4.5 If the Client has not fulfilled its obligations under the respective agreement(s), Contractor shall not be held to cooperate with the transfer of the domain. In that event, Client will be considered to be in default (“verzuim”) with immediate effect, without the need to be provided with a notice of default or a term to remedy the breach. In addition to any rights or remedies that Contractor may have, the Contractor is entitled to cancel the transaction and/or terminate the respective agreement(s) with immediate effect, without being liable for any direct or indirect damages to the Client.
4.6 The Client must provide the Contractor with correct and valid contact information, including its email address. Client acknowledges and agrees that it is Client’s own responsibility to provide Contractor with valid contact information and a valid email address, and to update this information as often as may be reasonably necessary. Client cannot hold Contractor liable for any missed communication or any negative effects resulting from such missed communication, if such communication was sent to invalid or outdated contact details of the Client.
4.7 Payment of any costs or charges should always be made in the manner and within the period as stated on the invoice and in the currency as provided in said invoice, unless explicitly specified otherwise by the Contractor.
4.8 In case of a disputed invoice by the Client, Client shall inform the Contractor of its objections within 3 days after the date of invoice by mean of a digital written appeal (not by post). If the Client has not met these requirements, the Client shall be deemed to have accepted the invoice entirely.
4.9 Partial or full dispute of any invoice do not suspend the Client’s payment obligations thereof. Any failure to timely pay the invoice in full may result in additional surcharge in accordance with the statutory interest, apart from any other rights and remedies that the Contractor may have. In addition, Client is not entitled to set-off (“verrekenen”) any amounts payable to the Contractor.
4.10 If the Contractor cancels a transfer of a domain for any reason, the Transferee will be refunded within 3 business days after cancellation (except in case of an Instalment Agreement as per Clause 3.7 and 7.11). If the domain name had already been transferred to the Contractor’s holding account, the Provider will receive a new authorization code within 3 business days in order for the Provider to regain control and ownership over the domain. If such provision of the authorization code is not possible for whatever reason, including a possible transfer lock, the Provider and Contractor will discuss and agree to an alternative way to returning the domain to the Provider.
4.11 Ultimately within 30 days after payment of the Domain Purchase Price to Contractor, the Transferee shall effectuate the transfer of the domain itself in accordance with the transfer instructions as sent by the Contractor. Parties may agree to an extension of the transfer period, for example in case the transfer of the domain is explicitly delayed as agreed by the Contractor and Transferee. If the Transferee doesn’t transfer the domain within the set timeframe of 30 days, and no exceptions to this clause have explicitly been made, the Transferee is deemed to have waived its rights to the domain. In the event the transfer of the domain has not been effectuated within the 30 day’s timeframe, the Contractor will be the legal owner of the domain. Parties acknowledge and agree that no refund of the Domain Purchase Price is possible after payment of such Price to the Provider.
4.12 When the Provider has already received the agreed Domain Purchase Price, the respective transaction cannot be reverted, canceled or refunded. In such event, the Provider can no longer make any ownership claims to Contractor.
5.1 Minors are banned from entering into any agreement with Contractor, unless they have the express permission to do so from their legal representatives. By entering into an agreement with the Contractor, you expressly confirm you meet these conditions.
5.2 It is not permitted to offer for sale and/or place on the Website any domain names that infringe on the (intellectual property) rights of any Third Parties, or that are considered to have a tainted history (such as blackhat SEO) or are obtained in an unlawful manner (such as stolen domains).
5.3 It is not permitted to offer for sale and/or place domain names on the Website on behalf of Third Parties without the express written consent of the Contractor.
5.4 In case of violation of any of the above provisions, the Contractor is entitled to take (in its sole discretion) any such measures it considers necessary, including (but not limited to) the removal or cancellation of the domain offering, denial or suspension of access to the Client and/or relaying contact details (including personal data) to authorized third parties, including rights owners and law enforcement.
6.1 Every bid or offer that the Client and/or User places on a domain name which is offered for sale and/or placed on the Website is legally binding. A bid or offer can therefore not be revoked. If this offer is accepted by the Provider, the bidding party is obliged to cooperate in submitting payment and transferring the domain within the set timeframe.
6.2 The Contractor acts as an intermediary only, and does not make any warranties with respect to the domain. It is the Client’s own responsibility to investigate the domain and to perform the necessary due diligence. Parties acknowledge and agree that due to the high volume of domains offered via the Website, the Contractor has no obligation to have any knowledge of the background, contents or previous use of any domains offered through the Website.
6.3 Every bid or offer placed by the User is valid for a duration of 7 days.
6.4 The Provider is entitled to revoke an offer or counter offer within 7 days after placing the bid, offer or counter offer.
7.1 The Client and the Contractor may enter into a separate Rental Agreement and/or Instalment Agreement. With respect to the Rental Agreement, the terms and conditions as provided in these Terms apply. In that respect, the term “Provider” can be substituted for “Rentor” and “Transferee” for “Rentee”.
7.2 Any commissions be subtracted from the payment, instalment payment or rental payment and, if these payments are not sufficient, from the subsequent payments. In the event that the domain is purchased in instalments or rented, the commission subtracted will be limited to the secured instalment or rent payment (e.g.: if the commission is 9%, and the instalment price $100, the Contractor only subtracts $9 from the payout of the Provider).
7.3 In the event of purchase of a domain by way of Rental Agreement and/or Instalment Agreement, the Transferee shall only use the domain in accordance with any applicable law and regulation, and with all duty and care. For the avoidance of doubt, the Transferee is banned from using the domain in case such use:
7.4 Notwithstanding the above, Client acknowledges and agrees that any (other) prohibited activity as referred to in Clause 5 above, as well or any other activity which may cause damages to the Provider or the Third Party and/or which may decrease the value of the domain name are strictly prohibited. Such activities include (but are not limited to) the use of aggressive SEO strategies, techniques and tactics that focus only on search engines and not a human audience, and usually does not obey search engines guidelines (black hat SEO), such as keyword stuffing, invisible text, doorway pages, adding unrelated keywords to the page content or page swapping (changing the webpage entirely after it has been ranked by search engines), and the use of the domain name for spam activities.
7.5 In case of violation of the Terms included in Clause 5 and this Clause 7, the Transferee shall forfeit (in addition to Contractor’s other rights and remedies) an immediately payable contractual penalty of twice the amount of the fees included in the Instalment Agreement, or, in case of a Rental Agreement, 24 times the monthly rent. This contractual penalty shall be calculated per violation or, at Contractor’s sole discretion, per day or part of that day that the violation continues after Contractor has made Transferee aware of the violation. In addition Transferee shall be obliged to limit any further damages and/or undo the decreasing of the value of the domain name associated with the violation.
7.6 In case of a Rental Agreement, Rentor is further prohibited to sell or rent the domain name to any Third Party, to pledge the domain name as security if such pledge frustrates the (performance of the) Rental Agreement, or to act in any other way which is in conflict with this agreement or which may cause damages to the Contractor and/or the Rentee, after the deposit of the Domain Purchase Price. Rentor acknowledges and agrees that it shall be fully liable to the Contractor and/or the Rentee for any damages resulting from its breach of this clause.
7.7 If the Transferee fails and/or neglects to fulfil its obligations as per the respective agreement, the Provider may terminate the agreement with immediate effect. Transferee acknowledges and agrees that it shall be fully liable to the Contractor and/or the Rentor for any damages resulting from its breach of the agreement.
7.8 Parties acknowledge and agree that the Contractor may (partially) terminate the Rental agreement and/or Instalment Agreement with immediate effect upon written notice thereof if the Client:
7.9 Notwithstanding the foregoing, if the Provider has been declared bankrupt and the first instalment has been paid by the Transferee, the domain name shall be transferred to the Transferee immediately.
7.10 After termination of the agreement, the Provider may rent or sell the domain name to any party, including competitors of the Transferee. If the Instalment Agreement has been terminated by the Provider, this agreement will retroactively be considered to be a Rental agreement and all instalments paid are to be considered as rent.
7.11 Client expressly relinquishes its right to invoke the recission (“ontbinding”) of the Rental Agreement or Instalment Agreement, on whatever grounds.
8.1 A User can submit complaints about the Services provided by the Contractor by sending an e-mail to , along with a complete and clear description of the complaint and relevant documentation.
8.2 Complaints should be submitted within a reasonable timeframe after becoming aware of any defect in the Services. In this respect, any complaints filed within a period of 14 days are deemed to have been submitted within a timely manner
9.1 Except in case of gross negligence or willful misconduct, Parties acknowledge and agree that Contractor is not in any way liable for any damages resulting from the provision of the Services. For the avoidance of doubt, the Contractor is therefore not in any way liable for any damages resulting from:
9.2 Notwithstanding Clause 9.1 above, the Contractor shall only be liable in case it has been provided with a clear and written notification of default, along with a reasonable timeframe to remedy such breach. Any liability of the Contractor is limited to direct monetary damages only. Liability of the Contractor for the payment of additional or replacement damage or indirect damage, such as consequential damage and business interruption, lost savings, lost profits and damages resulting from claims made by the Client, is explicitly excluded.
9.3 The Contractor is not liable for any damage suffered by the Client which is the result of force majeure, including (but not limited to) every hindering circumstance that is not exclusively dependent on the will of the Contractor or third parties engaged. This shall include the non-availability or non-safe availability of the website or parts thereof, spam, spyware, viruses and the like which can be transmitted through the communication of the Contractor or when using the Website and also transmission errors, malfunctions or non-availability of the facilities necessary to carry out the Contract.
9.4 If the Contractor for whatever reason is obliged to pay any damages to the Client, any such payment shall be limited to a maximum of EUR 150,=, or the total amount of fees paid by the Client to the Contractor in the three weeks prior to the act causing the damage (whichever is the lowest).
9.5 The prerequisite for the existence of any right to compensation is that the Client reports the damage as soon as possible after the occurrence thereof in writing to the Contractor. Any claim for compensation against the Contractor shall expire by the mere lapse of 6 months after the claim arises.
10.1 The Provider declares to the Contractor that the domain name offered by Provider does not infringe on the (intellectual property) rights of third parties or is otherwise unlawful.
10.2 The Provider respectively the Transferee shall indemnify and keep harmless the Contractor with respect to any claims relating to any agreement entered into between said parties by way of using the Services.
10.3 The Client shall indemnify and keep harmless the Contractor from claims made by third parties with respect to Client’s use of the Services, as well as any claim made by any (third) party due to or arising out of any breach of contract or any unlawful act relating to any agreement the Client is a party to as a result of its use of the Services.
11.1 By using the Services, the Client agrees that it will keep any information with respect to the Services confidential, and that it shall not use any confidential information of Contractor, except in performance of any agreement between Client and the Contractor. Client shall disclose the confidential information of the Contractor only on a need to know basis and solely for purposes of the agreement. The Client will protect the confidential information in the same manner as it protects its own confidential or proprietary information of a similar nature, and in no event with less than reasonable care.
11.2 Notwithstanding Clause 11.1 above, Client may disclose confidential information of the Contractor to the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body and/or competent supervisory authority, provided that the Client notifies the Contractor of such required disclosure as soon as it becomes aware thereof in writing.
11.3 Communication of confidential information shall in no case be construed as granting an express or implicit license, proprietary rights, title or interest whatsoever with respect to the confidential information.
12.1 Notices to the Contractor may be sent to the Contractor via the contact form available on the Website.
12.2 Notices to the Client will be sent to the provided e-mail address, or by mail in case there is reason to do so and an address is available.
13.1 In addition to Contractor’s termination rights as provided elsewhere in these Terms, Contractor is entitled to terminate and/or cancel any agreement with the Client with respect to the Services if the Client:
13.2 In the event of a termination in accordance with the above, Contractor shall not be obliged to refund any received amounts or pay compensation to the Client.
14.1 Contractor shall not be liable for any delay or non-performance of its obligations under any agreement with respect to the Services to the extent that such delay or non-performance is due to an event that is not attributable to the Contractor (“Force Majeure”). This includes (but is not limited to) war, civil unrest, terrorist acts, strikes, lock-out and other general labour disputes, acts of government, natural disasters, pandemics, breakdown or general unavailability of transport facilities, general shortages of energy, general shortages of materials, accidents, fire, explosions and Acts of God.
14.2 In the event of Force Majeure, Contractor shall inform the Client in writing of its occurrence. Contractor is entitled (but not obliged) to cancel or terminate the agreement associated with the Services in case of Force Majeure, without incurring any costs or payments to the Client.
15.2 in the event the Transferee is a US citizen or a US based business and the Transferee has opted for a credit card payment via the Third Party payment platform Adyen.com, these Terms, as well as any Service Agreement or associated agreement shall be governed by US law. In this event, US courts shall have jurisdiction to decide on the dispute and Parties shall determine in good faith basis which court shall be the competent court to resolve the dispute.
15.3 The provisions of these Terms set out the legal relationship between the Parties and replace all previous agreements or statements made by the Contractor and only provide evidence for it.
15.4 The Client agrees that any version received and/or saved by the Contractor with respect to any communication or measurement (monitoring) from the Client shall be considered authentic and leading, unless the contrary is proven by the Client.
15.5 These Terms might have been drafted in multiple languages. In case of any discrepancy between the language versions of these Terms, the English Terms are considered leading and binding, and shall prevail in the event of any dispute as to the scope or content of the Terms.
15.6 Please see our Privacy Statement with respect to information on the processing of personal data.
The following additional Terms apply with respect to Registrar Services provided by the Contractor to the Client.
16.2 Registration Services shall only be provided after the following conditions are met:
16.3 The Client is responsible for ensuring that all information provided to the Contractor is complete and accurate.
17.1 the Client acknowledges and agrees that Contractor does not control all aspects of the domain registration process. Contractor shall therefore not be liable for any inaccuracies regarding the registration information relating to information provided by the Client or any information processed and/or used by the respective domain name registry. Contractor shall not be held liable and not refund any domain name registration due to spelling errors/typos.
17.2 Client acknowledges and agrees that Contractor only acts as an intermediary on behalf of the Client. As a result, Contractor shall not perform any actions with respect to the Registrar Services without Client’s prior written instructions or consent. Client acknowledges and agrees that Contractor shall not be liable for any damages as a result of Client’s own omissions or incomplete or untimely instructions.
17.3 Client acknowledges and agrees that the domain registration is subject to suspension, cancellation or transfer to correct mistakes by the Contractor, another registrar, or a registry administrator in administering the domain name or for the resolution of disputes concerning the domain pursuant to an ICANN policy or procedure. It is Client’s sole responsibility to verify if any domain is infringing the (intellectual property) rights of any third Party prior to registration. In the event that the domain name is found to be infringing , Contractor may cancel or terminate the registration with immediate effect, without any obligation to refund any amounts paid by the Client to the Contractor or without the obligation to compensate the Client for any damages incurred therewith. Client acknowledges and agrees that Contractor is entitled (in its sole discretion) to suspend, cancel, transfer or otherwise modify a domain registration in order to comply with a court order. In no event shall Contractor be liable to the Client in that respect.
18.1 Registration Services (this is only applicable for new domain registrations, transfer-ins & renewals) are subject to payment of the applicable fees including ICANN fees when applicable. All fees are non-refundable, in whole or in part, even if your domain registration is suspended, cancelled or transferred prior to the end of your then-current registration term. It is the responsibility of the listed registrant for the domain name to maintain records appropriate to document and prove the initial domain name registration date.
18.2 18.2 Contractor reserves the right to modify fees, surcharges, and renewal fees or to institute new fees at any time with 30 days' notice, for any reason, at its sole discretion.
19.1 As part of the domain registration process and in accordance with ICANN policies, a registered name holder is required to submit, and update within seven (7) days of any change, complete and accurate information, including (but not limited to) the following:
19.2 Upon renewal of the domain registration, the type of information Client is required to provide may have changed. Client acknowledges and agrees that the Contractor may refuse renewal of the registration if the Client fails to timely submit any additional required information.