Creditsafe Belgium N.V. Agreement
1. Agreement
1.1. This is an Agreement between the Customer and Creditsafe Belgium NV/SA ("Creditsafe") a company incorporated in Belgium and known to the Crossroads Bank for Enterprises (CBE) under number 0828450670 with registered office at Steenweg op Zellik / Chaussée de Zellik 12 1082 Brussels. The Creditsafe Service ("Service") purchased by the Customer consists of products described in the Order Confirmation and includes the following:
1.1.1. CreditSafe Business Reports (providing information on, and assessing the creditworthiness of, third parties via the Internet) and/or
1.1.2. Provision of marketing and prospecting data via the internet and/or
1.1.3. Services provided in cooperation with third parties (including the provision of Trace and ID solutions and debt recovery solutions) which may be subject to additional terms and conditions.
1.2. This Agreement consists of the Order Confirmation and the General Terms and Conditions and constitutes the entire agreement between the Customer and Creditsafe relating to the Service.
1.3. By signing the Order Confirmation, or accessing or using the Service, the Customer accepts the contents of this Agreement. Unless otherwise stated in the General Terms, the General Terms take precedence where the terms of the Order Confirmation conflict with the General Terms.
2. Duration of the Agreement
2.1. This Agreement is effective from the date stated in the Order Confirmation and continues for a period of 12 months, unless otherwise stated in the Order Confirmation.
2.2. The Customer may be contacted regarding new developments and products during this term of the Agreement, insofar as carried out in view of a legitimate interest.
2.3. From time to time Creditsafe may make changes to the Service. Creditsafe will take reasonable steps to inform the Customer of these changes as far in advance as possible.
2.4. This Agreement grants the Customer access to and use of the Service for the purposes described in this Agreement only for the duration of the Agreement. At the end of this period, ownership of the Service and resulting rights will revert to Creditsafe.
3. Costs and payment
3.1. In consideration of the service provided by Creditsafe, the Customer agrees to pay the amount specified in the order confirmation and/or invoice issued herewith ("the invoice") at the times and dates specified on it. To avoid any misunderstanding, all payments must be made within 21 days of the invoice date, unless otherwise specified in the order confirmation or where the parties have agreed that payment is made by direct debit.
3.2. Subject to clause 3.7, if the customer fails to pay the amount stated on the order confirmation and/or invoice by the agreed times and dates, the full amount shall become due with immediate effect.
3.3. In the event that the Service has been terminated on the basis of clause 7, Creditsafe will not be obliged to:
3.3.1. Make the Service available again and/or:
3.3.2. Reimburse the Customer in respect of any suspension period from the time of non-payment until receipt of payment.
3.4. Any invoice, the amount of which has not been settled in full by the due date, shall be automatically increased by a fixed and irreducible amount of compensation equal to 10% of the amount owed, with a minimum of EUR 125.00, without prior notice of default being required. The amount thus increased shall also yield annual interest of 12 % without the need for notice of default.
3.5. CreditSafe reserves the right to apply the Act of 2 August 2002 on late payments in commercial transactions (Belgian Official Gazette 7 August 2002) with regard to interest and compensation resulting from late payment.
3.6. The Customer agrees to fully indemnify Creditsafe against all third party costs incurred in the execution of the payment.
3.7. Without prejudice to the generality of the foregoing provisions of this Article 3 and where the Customer and Creditsafe agree that the Customer will pay the amount stated in the Order Confirmation by direct debit, then
3.7.1. Creditsafe will make reasonable efforts to contact the Customer by telephone to execute the direct debit mandate (which for the avoidance of doubt will include the Customer providing its bank details and consent to each direct debit).
3.7.2. Where the Customer and Creditsafe are unable to complete the direct debit payment mandate within two working days of the date of the invoice (the "Invoice Date"), payment of the full amount of the sum stated in the Order Confirmation shall be due within 30 days of the Invoice Date. In the event that the Customer fails to pay the amount due within the aforementioned 30 days, the full amount shall be due with immediate effect and clauses 3.3 to 3.6 of this Agreement shall be fully and effectively enforced.
3.7.3. If Creditsafe attempts to collect a payment by direct debit and the payment fails for any reason whatsoever, payment for the full amount stated in the Order Confirmation shall be due immediately and Clauses 3.3 to 3.6 of this Agreement shall apply. The Customer accepts that it is liable for any bank charges incurred by Creditsafe as a result of the failure of a direct debit attempt.
3.7.4. For the avoidance of doubt, the provisions of this article 3.7 only apply to Customers paying by direct debit.
4. Creditsafe's property rights
4.1. Except as expressly provided herein, access to the Service does not grant the Customer any database right, copyright, trademark or other intellectual property rights of Creditsafe or any third party.
4.2 The Service is protected by copyright and other intellectual property rights. The Customer is not and will not allow any third party to adapt, modify, reverse engineer, decompile or otherwise alter/degrade any part of the Service without the written permission of Creditsafe. CreditSafe may take measures to simplify the identification of its Service.
4.3 Data Protection and Privacy (GDPR)
4.3.1 For the purposes of this Agreement, "data controller", "personal data", and "process" have the definitions in the Data Protection Legislation and "Data Protection Legislation" means (i) the Law of 8 December 1992 on the Protection of Privacy (B.S. 18 March 1993), until the effective date of its repeal; (ii) the General Data Protection Regulation ((EU) 2016/679) ("GDPR") and any national implementing laws, regulations and secondary legislation, as long as the GDPR is in force in Belgium; and (iii) successors to the Data Protection Act 1998 and GDPR, in particular the Data Protection Act 2017-2019, as soon as it comes into force.
4.2.2 This Article sets out the framework for the exchange of personal data between the Parties as independent data controllers. Both parties shall be fully responsible for their full compliance with their obligations under the Data Protection Law, which they shall record as independent data controllers and neither party shall be responsible or liable for the compliance of the other except as expressly set out herein.
4.3.3 The Customer, as the data controller for the transfer of data accessed through the Services and for any processing activities it may wish to carry out with such personal data following the transfer, is responsible for establishing the legal basis for the processing of personal data obtained through use of the Services and compliance with the Data Protection Legislation for its processing activities in relation to such data.
4.3.4 The Customer acknowledges that access to personal data through use of the Services is only permitted if the Customer has a legal basis to do so and the Customer warrants that it will only retrieve personal data where the Customer has a legal basis to do so.
4.3.5 The Customer agrees that it will only access and use the Services for credit checking, prospecting, direct marketing, customer data checks, compliance, data verification and enhancement, debtor tracing and other lawful due diligence purposes of the business as permitted under the laws applicable to the Customer.
4.3.6 The Customer acknowledges that it is its duty to keep records of the existence of its legal basis for processing and to provide evidence of this if required.
4.3.7 Where the Customer uses the monitoring service, Creditsafe will inform the Customer by email when a relevant change to the data has been identified. The Customer will cease the data monitoring service when the Customer no longer has a legal basis to process that data.
4.3.8 Where the Customer provides Creditsafe with data or information containing Personal Data to enable Creditsafe to perform data cleansing and service and/or offer the 3D-Ledger service, the Customer warrants that it has a legal basis to do so and that it has complied with the transparency requirements set out in the applicable Articles 13 and 14 of the GDPR. The Customer further warrants and represents that Creditsafe's use of such Personal Data as required by these services, including as data controller, is permitted under the Data Protection Legislation.
4.3.9 The parties agree that, if Creditsafe does not comply with the GDPR after the GDPR comes into effect, Creditsafe may then amend, update or modify the provisions of this Article 4.3 to ensure compliance with the GDPR.
5. Obligations and conduct of customers
5.1 The Customer shall:
5.1.1. Provide Creditsafe with any information or assistance agreed by both parties as described in the Agreement. This is to enable Creditsafe to comply with its obligations under this Agreement. The customer shall make all reasonable efforts to ensure that such information provided to Creditsafe is complete, accurate and in the agreed format.
5.1.2. do nothing to harm Creditsafe's reputation intentionally.
5.1.3. comply with all laws and regulations applicable to the use of the Service and the data it contains, including full compliance with all aspects of Data Protection Legislation.
5.1.4. not attempt to copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit or distribute in any form or media, all or part of the Services. He will not attempt to reverse-compile, disassemble, reverse-engineer or otherwise reduce all or part of the Services to a human-perceivable form. You will not access all or part of the Services to build a product or service that competes with the Services, nor will you use the Services to provide services to third parties. The use of automated systems or software to extract data from the Site, the Application or the Services ("screen scraping") is expressly prohibited.
5.2. The Service that is made available to the Customer is a non-transferable licence and is exclusively provided for the Customer's own internal use within Belgium. The Customer may not sell, distribute, commercially exploit or otherwise make available or use the Service. The Customer may not include the Service in any product or service which the Customer sells.
5.3. During the course of this Agreement, Customer agrees not to attempt to gain unauthorised access to or modify the Service.
5.4. The Customer shall only take copies of the Service to the extent reasonably necessary for the use of the Service in accordance with this Agreement.
5.5. The Customer agrees to be responsible for maintaining the confidentiality of its password and account information.
5.6. Unless otherwise stated in your Order Confirmation, use of the Service provided under the terms of this Agreement is limited to one designated user. Use of the Service by more than one person, whether simultaneously or otherwise, requires the provision of additional licenses.
6. Guarantees and limitation of liability
6.1. The Creditsafe Service is not intended to be the sole basis for decision making and is based on data provided by third parties, the accuracy of which Creditsafe cannot guarantee. Although Creditsafe always strives to maintain a high quality, fully operational Service, the Creditsafe Service and third party services are nevertheless provided on an "as is", as available, basis without warranties of any kind, either express or implied.
6.2. In particular, Creditsafe makes no guarantee or assurance to the customer regarding the content of the Service. Although Creditsafe endeavors to maintain the accuracy and quality of the Service, the information may be incorrect or out of date. Therefore, any use of the Service is at the Customer's own risk.
6.3. Subject to clause 6.5, Creditsafe disclaims all contractual liability and negligence for breach of specific regulations or under any indemnity or otherwise in connection with the Service and third party service and is not liable for any indirect or consequential loss. Creditsafe is not liable for the following types of financial losses: loss of profits, loss of business or goodwill in addition to the following types of expected or incidental losses, loss of expected savings, increase in bad debts and failure to reduce bad debts.
6.4. If a matter gives rise to a valid claim against Creditsafe, its liability shall be limited to an amount equal to the amount paid for the Service provided under this Agreement in the year in which the claim arises.
6.5. Each party to this Agreement warrants that it has obtained and will maintain all necessary licenses, consents, permits and agreements required to perform its obligations under this Agreement and to grant rights to the other party under this Agreement.
7. Termination
7.1. If Creditsafe believes that the Customer has violated any provision of this Agreement, or in case of insolvency or bankruptcy of the Customer, Creditsafe may, with immediate effect and without prior notice, suspend access to the Service or terminate this Agreement.
7.2. Upon termination, the Customer must make every effort to remove any part (or all) of the Service from Creditsafe, should the Customer have kept any such items in any form. Accordingly, the Customer may not make any further use of the Creditsafe Service.
7.3. Upon Termination, Articles 3, 4, 5, 6, 7, 8 and 11 shall remain in full force.
8. Indemnification
8.1. The Customer agrees to indemnify Creditsafe, its parents, subsidiaries, affiliates, officers and employees for any claims or demands made by third parties; and to hold Creditsafe, its parents, subsidiaries, affiliates, officers or employees harmless against all losses, costs, damages, including reasonable legal fees, resulting from the Customer's use of the Service in violation of this Agreement.
9. Transfer
9.1. Creditsafe may assign both the benefit and the burden of this Agreement.
10. Force Majeure
10.1. Creditsafe shall not be liable for any failure to perform any obligation under this Agreement if such failure is caused by unforeseen circumstances or circumstances beyond Creditsafe's reasonable control, including but not limited to Internet failures, communication breakdowns, fire, flood or force majeure.
11. Confidentiality
11.1. Each Party undertakes that it will not at any time disclose to any person confidential information relating to the business, affairs, customers, clients or suppliers of the other Party except as permitted by Clause 11.2.
11.2. Each Party may disclose confidential information of the other Party:
11.2.1. To its employees, directors, agents or consultants who need such information to perform the Party's obligations under this Agreement. Each Party shall ensure that its employees, officers, agents or consultants to whom it discloses the other Party's Confidential Information shall comply with this Article 11;
11.2.2. And as may be required by law, court order or governmental or regulatory authority.
11.3. Neither Party shall use the confidential information of any other Party for any purpose other than to perform its obligations under this Agreement.
12. Ledger 3D
12.1. In the event that the Customer receives the Service via Creditsafe's interactive risk management tool, "3D Ledger", the Customer shall provide information regarding its accounts receivable; the "Payment Data".
12.2. The Customer hereby grants Creditsafe a non-exclusive, non-transferable, perpetual license to include the Payment Data in products and services that Creditsafe will make available to its customers.
13. International credit reports
13.1. Company credit reports detailing companies located outside of Belgium are provided on an "as available" basis and the range of countries from which reports are available may vary during the term of this Agreement.
13.2. Company credit reports detailing companies located outside Belgium are provided within the specific timeframes described on the Creditsafe website.
14. Sundries
14.1. If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be deleted and the remaining provisions shall remain enforceable.
14.2. The terms of this Agreement, the provision of the Service and the relationship between the Customer and Creditsafe are governed by Belgian law. The Customer irrevocably agrees to the exclusive jurisdiction of the Belgian courts.
14.3. The failure of Creditsafe to exercise any right or provision of this Agreement shall not constitute a waiver of such right or provision. The Service is subject to availability.
14.4. If third party data is no longer available to Creditsafe, Creditsafe has the right, upon one month's notice to the Customer, to obtain a similar service from another external supplier.
15. Media Solutions
15.1 Creditsafe is not responsible for the quality or availability of the content produced by the media sources. If any of the services and content of Media Solutions are deemed to infringe the law or the rights of third parties, Creditsafe has the right to remove the infringing material without the consent of the Customer. Creditsafe is entitled to take all steps it deems necessary to stop such infringement. Creditsafe is not liable for negligence or misuse of the Media Solutions service or third party content. Where access to websites requires payments, the customer is responsible for paying these.
Execution of the Agreement
Signed for and on behalf of the Client