1.1. This is an Agreement between you and ASA Creditsafe.com [UK] Ltd (‘Creditsafe.com’) regarding the use of the Creditsafe.com service which provides information on and assessment of the creditworthiness of third parties
1.2. By accessing or using our reports or information you are accepting:
a) To be bound by our terms and conditions contained in this agreement and posted on our website www.creditsafeuk.com
b) All details contained on your order confirmation.
2.1. This Agreement shall be in force for the term set out on the Order Confirmation, or, if no term is specified on the Order Confirmation, for a period of 12 months from the date as confirmed on your Order Confirmation.
2.2. You might be contacted during this agreement period regarding new developments and products.
3.1. In consideration to Creditsafe.com providing you with the Services, materials and information you agree to pay the amount specified in your order confirmation on the times and dates specified therein. Unless otherwise specified in the Order Confirmation all payments must be made within 21 days of invoice date. If you fail to pay the amount specified on the order confirmation and or invoice on the times and dates agreed the full amount will become due with immediate effect. On renewal of this Agreement, pursuant to clause 3.2, all payments shall be made within 21 days of invoice date.
3.2. You agree that Creditsafe.com may review the Standard prices for the Service. Any price increase would only come into effect at the time of Annual Renewal or upon the start of a new agreement. Creditsafe.com will give you one month's notice of any increase to the Standard price and at least two months notice of said increase before the renewal of each twelve month Agreement period.
3.3. The price for the Services shall be exclusive of any value added tax which amount you will pay in addition when it is due to pay for the Services.
3.4. If the Customer fails to pay the Company any sum due pursuant to the Contract, the Customer shall be liable to pay interest to the Company on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of HSBC Plc, accruing on a daily basis until payment is made, whether before or after any judgment. The Company reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
4.1. Except as expressly provided herein access to the Service and use of the Database does not grant you any database rights or rights in the copyright, trade marks or any other intellectual property rights of Creditsafe.com or any third party.
4.2. The information, materials and Database made available to you are protected by copyright and other intellectual property rights. You acknowledge that you are not permitted to copy, reproduce or modify any such information, materials or Database save as permitted by this agreement or with Creditsafe.com's prior written permission. Creditsafe.com may take steps to assist identification of its information and materials including (without limitation) data encryption, addition of dummy records or any other technical or other method Creditsafe.com considers necessary.
4.3. Creditsafe.com shall be entitled (at its own expense) during business hours to enter your premises (or to access your computer systems remotely) and audit and monitor your compliance with the terms of this Agreement. You will provide reasonable access to your computer systems as necessary for the performance of the audit and monitoring exercise. Creditsafe.com agrees to comply with your security and confidentially procedures and to keep confidential any passwords or user ID’s given to it by you for this purpose.
5.1. You agree to abide by all laws & regulations applicable to your use of the service and not withstanding fore going to comply in all respects in the data protection act 1998, including obtaining consent before searching an individual.
5.2. The information, materials and Database made available to you are provided solely for your own use and you will not, without our written permission, transfer or sell or attempt to transfer or sell your access to or use of the information , materials, Database or website (or any part or facility of it) or any of your rights or obligations under this Agreement to any other person unless:
a) That use is the purpose for which the access has been granted for; or
b) It is expressly permitted by Creditsafe.com in writing.
5.3. You may import the information into your systems in an XML or such other format as agreed by Creditsafe.com using your own software for the purposes identified in this Agreement and your order confirmation.
5.4. During this Agreement you agree not to:
a) Use the website, information, materials or Database fraudulently, in connection with or for purposes of a criminal offence, or otherwise unlawfully;
b) Attempt to gain unauthorised access to the information, materials, Database or website or other networks connected to the website, through any means whatsoever; or
c) Modify any of the information, materials, Database or any part of the website.
For the avoidance of doubt you may not amend, update or alter the raw information provided
6.1. You agree that you are responsible for maintaining the confidentiality of your password and account details and are fully responsible for all activities using your password or account. You agree to immediately notify Creditsafe.com of any unauthorised use of your password or account and agree to exit your account at the end of each session.
6.2. For the avoidance of doubt you shall not provide direct access to your customers to the Services and therefore you shall not provide password access or account details to your customer.
7.1. The material and information that you are provided with is collated from Public Sources that are out of Creditsafe.com's control. Whilst Creditsafe.com aims always to maintain a quality fully operative service, the service and Alliance Partner Services are nonetheless provided on an "as is", as available basis without warranties of any kind, whether express or implied.
7.2. The information will be supplied in XML format or such other format as may be agreed by the parties. The service is available 24 hours per day, 7 days a week, but Creditsafe.com does not guarantee the availability of the service.
7.3. Creditsafe.com will provide you with support via customer services between the hours of 09:00 and 17:00 Monday to Friday (excluding public holidays). Support is only provided for data supply and the XML gateway. No support is provided for developing XML interfaces. For the avoidance of doubt, Creditsafe.com is under no obligation to provide support to your customers.
7.4. Specifically Creditsafe.com gives you no warranty or assurance about the contents of the information, materials or Database. Whilst Creditsafe.com does endeavour to maintain the accuracy and the quality of the information, materials and Database, they may be incorrect or out of date. Therefore any use you make of the information, materials or Database is at your own risk.
7.5. Creditsafe.com disclaims all liability in contract (including negligence) or otherwise in connection with the service and Alliance Partner service for any indirect, incidental, third party, special or consequential loss, loss of profit, revenue, savings or data which may result from the use, delays in use, or inability to use the service.
7.6. Creditsafe.com's entire liability in respect of all claims arising out of or in connection with this agreement or its subject matter in any 12 month period (considered retrospectively from the date on which the course of action arose) shall not exceed an amount equal to the sums payable by you to Creditsafe.com in respect of that 12 month period.
7.7. Nothing in this clause 7 or any other provision of this Agreement shall seek to exclude or limit liability for death, personal injury or fraudulent misrepresentation. 8. If Creditsafe.com believes that you have breached any provision of this Agreement or in the event of your insolvency or bankruptcy Creditsafe.com may, with immediate effect and without notice, terminate this Agreement or suspend access to the Service.
8.1. To terminate your agreement with Creditsafe.com you must provide Creditsafe.com with written notice, that you do not wish your agreement to be renewed, at least 30 days before the date on which the agreement is due to end [You must retain dated proof of such]. Failing this your agreement will be renewed automatically for a further 12 Months. All ‘Discounted Products’ and ‘Introductory Offers’ will be charged at their normal standard price. ‘Debt Score’ product usage will be capped at a 100 reports per annum. For all Open access Reports or Freedom packages, usage will be capped at:
8.1.1. Limited Company reports - 200 reports per annum
8.1.2. Non Limited Company reports – 100 reports per annum
9.1. On termination, you must take reasonable steps to delete any information, materials or Databases or any part of the website copied to any hard disk or other permanent storage device (and ensure that your customer does the same) and neither you or your customer will make any further use of such information, materials or database.
9.2. Upon termination clauses 4, 5, 7 and 12 shall continue with full force and effect.
10.1. You agree to indemnify, defend and hold Creditsafe.com, its parents, subsidiaries, affiliates, officers and employees harmless from any loss, cost, damage, claim, award or demand, including reasonable legal fees:
10.2. made by any third party or incurred or suffered by Creditsafe.com or its parents, subsidiaries, affiliates, officers or employees in connection with your use of the Service in breach of this Agreement or negligence
10.3. which Creditsafe.com may sustain or incur as a result of any breach by you of the provisions of the Data Protection Act 1998.; or
10.4. made by your customer relying on the contents of the information, materials or in any other way connected to the provision of the service.
11.1. This Agreement is for a single user and is personal to you or user acting on your direct authority. You will not without prior written consent of Creditsafe.com re-assign, re-sell, sub-lease or in any other way transfer the Service or any of your rights or obligations under the terms of this
12.1. Creditsafe.com will not be liable for failure to perform any obligation under this agreement if such failure is caused by the occurrence of any unforeseen contingency or circumstances beyond the reasonable control of Creditsafe.com, including without limitation Internet outages, communications outages, fire, flood war or act of God.
12.2. These terms shall survive any termination of this Agreement.
13.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall remain enforceable.
13.2. The parties confirm their intent not to confer any rights on any third parties by virtue of this Agreement and accordingly the Contracts (Rights of Third parties) Act 1999 shall not apply to this Agreement
13.3. The terms of this Agreement and the provision of the Service and the relationship between you and Creditsafe.com shall be governed by the laws of England and Wales. You agree irrevocably to submit to the exclusive jurisdiction of the courts of England and Wales.
13.4. The failure of Creditsafe.com to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such a right. This Agreement constitutes the entire agreement between you and Creditsafe.com in relation to the Service. In the first year of this agreement report usage has a cap of 49,999 reports.
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