§ 1 Scope of application of the General Terms and Conditions[1]

         I.            The General Terms and Conditions ("GTC") apply in principle to all services. The specific conditions for certain services apply in addition to the general provisions.

        II.            These General Terms and Conditions apply to the contract between the customer named in the contractual agreement ("Customer") and Creditsafe Österreich GmbH ("Creditsafe").

       III.            The General Terms and Conditions apply exclusively to entrepreneurs and are sent to the Client together with the offer. With the signing or confirmation of the offer or the transmission of an order by the customer, the terms and conditions are deemed to be effectively included in the contract. Unless otherwise specified in these Terms and Conditions, in cases in which the specific terms of the offer, including its annexes, contradict the provisions of the Terms and Conditions, the offer shall take precedence. The other terms and conditions remain unaffected.

      IV.            Deviating or conflicting terms and conditions of the Client do not become part of the contract and shall not be applied, unless Creditsafe has expressly agreed to their application in writing.

        V.            A waiver of rights under these GTC must be made in writing and is only valid for the party concerned and the specific context for which it is made. Failure or delay in exercising any rights under these Terms or by law shall not constitute a waiver of such rights, nor shall it limit the future exercise or enforcement of such rights.

§ 2 Definitions

In these General Terms and Conditions, the following terms shall have the following meanings:

         I.            "Data Protection Laws" means all applicable laws and regulations relating to the processing of personal data and data protection as amended, modified, or updated from time to time and any future successor legislation to the General Data Protection Regulation (GDPR) or national laws. The terms "Controller", "Processor", "Data Subject", "Personal Data", "Processing", "Appropriate Technical and Organizational Measures" and "Third Country" shall be interpreted in accordance with applicable data protection laws.

        II.            "Business Day" means any day other than a Saturday, Sunday, or public holiday.

       III.            "Usual Business Hours" means the period between 8:30 a.m. and 5:00 p.m. on a Business Day

      IV.            "Interface" means a program part which is made available by a software system to other programs for connection to the software system.

        V.            "Direct debit" means a payment instrument in cashless payment transactions in which the payee may collect a claim based on a mandate given by the debtor.

§ 3 Services

         I.            Creditsafe offers, but not exclusively, the following services:

1.        credit reports with information and credit rating of third parties and/or;

2.        the provision of marketing and other data on potential contractual partners of the customer and/or;

3.        information on private individuals and the negative characteristics contained therein on natural persons whose content originates from third-party providers.

        II.            Further details about the service can be found on the Creditsafe website.

§ 4 Access

         I.            The Creditsafe database is accessed by entering the customer ID ("personal individual license") and password provided by Creditsafe via the Creditsafe website. These must be stored carefully by the Client and kept secret. The customer assumes responsibility for the confidentiality of his password and account information and agrees to keep them secret.

        II.            Access can also take place via an interface. If both parties decide in favor of access via the interface, Creditsafe will provide the client with a description of this interface free of charge. It is the responsibility of the Client to program and maintain the interface independently and at its own expense in accordance with this description. It should be noted that Creditsafe does not check the interface created or the accuracy of the data transmitted. However, Creditsafe guarantees that the interface has been created professionally and that the data provided has been carefully checked. Creditsafe is not liable for damages due to errors in the programming or maintenance of the interface, in particular in connection with the provision of inaccurate data. Creditsafe reserves the copyright to the description of the interface.

§ 5 Prices and terms of payment, invoices, offsetting; default

         I.            The applicable prices can be found in the contractual agreement. All prices are net prices and do not include statutory VAT and are payable without deduction.

        II.            Unless otherwise agreed, the customer shall make payment within 14 days of receipt of the invoice.

       III.            in the case of a direct debit procedure

1.        the Client grants Creditsafe a SEPA direct debit mandate to debit amounts due from the specified bank account.

2.        The direct debit mandate extends to recurring payments for the services provided in accordance with the contractual conditions. The direct debit shall be made at regular intervals. The exact amount of the direct debit shall be communicated to the customer in advance or shall result from the contractual agreement.

3.        The customer has the right to revoke the SEPA direct debit mandate at any time. A revocation can be made in writing or electronically.

4.        Creditsafe reserves the right to terminate or amend the direct debit mandate if the Client does not meet his payment obligations or for other reasons. In particular, the client undertakes to ensure that there are sufficient funds in the relevant bank account. In the event of insufficient funds, additional fees may be charged. Creditsafe is not liable for errors or delays in connection with the execution of direct debits unless these are due to gross negligence or intent.

      IV.            Creditsafe reserves the right to issue electronic invoices. The client agrees to such transmission.

        V.            Only undisputed or legally established counterclaims may be offset against Creditsafe's claims.

      VI.             if the customer is in arrears with the payment of the agreed part of an agreed non-annual payment method, the entire annual fee is due immediately.

     VII.            the Client's obligation to pay default interest does not exclude the assertion of further default damages by Creditsafe.

   VIII.            In the event of non-payment, Creditsafe may temporarily suspend the provision of contractual services or temporarily block access to the service until payment has been made in full. Creditsafe reserves the right to hand over outstanding debts to a responsible debt collection service provider. Creditsafe reserves the right to take legal action. Access will only be unblocked once Creditsafe's entire claim has been settled in addition to the principal claim.

§ 6 Assignment

The customer is not entitled to assign his claims, rights and obligations arising from the contractual relationship to third parties. This shall not apply insofar as monetary claims are concerned.

§ 7 Payment experiences

         I.            Creditsafe may collect data on the payment method ("payment experience") in relation to the Client and the payments of Creditsafe invoices and use these as part of its own products/services.

        II.            in the case that the Client receives the service via Creditsafe's interactive risk management tool, "3D Portfolio Manager", the Client will provide Creditsafe with payment experiences relating to its debtors.

       III.            the Client grants Creditsafe a non-exclusive, non-transferable, irrevocable, and perpetual license to include the payment experiences in products and services that Creditsafe will make available to its clients.

§ 8 Contract term and termination, blocking of access, statute of limitations

         I.            The commencement of the contract is based on the time specified in the offer. If no time is specified, it shall commence upon acceptance by the customer.

        II.            the contract term is based on the agreed period. At the end of this period, the contract ends automatically, unless otherwise agreed.

       III.            the right to terminate the contract for good cause remains unaffected for both parties. Good cause exists if, in view of all the circumstances of the individual case and after weighing up the interests of both parties, it is unreasonable for one of the parties to continue the contractual relationship until the end of the agreed term. Creditsafe is in particular entitled to terminate the contract for good cause if:

a.        insolvency proceedings are applied for or opened.

b.        the Client grossly violates contractual obligations and has not ended this violation within a reasonable period upon written request by Creditsafe. A warning or setting of a deadline is not required if the continuation of the contractual relationship appears unreasonable due to the seriousness of the breach of duty, if success is not to be expected or if immediate termination appears justified after weighing up the interests of both parties.

      IV.            Notices of termination must be sent to Creditsafe in writing (by post or e-mail).

        V.            Creditsafe is entitled to block access temporarily or permanently to the service if the Client violates the contractually agreed conditions in more than a minor way.

      VI.            All contractual claims against Creditsafe expire at the latest after a period of 12 months after conclusion of the contract, insofar as the Client was or should have been aware of the reasons for the claims at this time. Excluded from this are claims for damages due to injury to life, body or health and claims for damages due to grossly negligent or intentionally caused damage. In these cases, the statutory limitation periods shall apply.

§ 9 Granting of license

         I.            The service provided to the Client includes a non-exclusive and non-transferable simple right of use as a personal individual license ("User License") for the benefit of a natural person and is only provided to the employee named by the Client ("User") within Austria. It may not be passed on or transferred to third parties, including companies affiliated with the client, without the express contractual agreement or consent of Creditsafe.

        II.            If Creditsafe consents to the use of the Service in a third country, this consent shall apply exclusively on condition that valid standard contractual clauses for the transfer of personal data to third countries ("Standard Contractual Clauses") have been agreed. These Standard Contractual Clauses can be accessed/downloaded at the following link: https://www.creditsafe.com/standardvertragsklauseln (module one: transfer from controllers to controllers).

       III.            The sharing of user licenses or joint use by several persons is not permitted. Existing licenses can be assigned to other users if the original user is to be replaced. The Client must inform Creditsafe of this immediately, stating the new user (name and e-mail address). In such cases, it is not permitted for the previously named persons to continue to use the service. After informing the Client, Creditsafe will either send an activation link or updated access data for the new user.

      IV.            The Client is responsible for taking appropriate measures to comply with the scope of the license. In particular, the customer is not permitted to sell or transfer the service or parts thereof, to grant sub-licenses, to distribute it, to offer it commercially as part of its own services or products or to make it accessible or usable in any other way (to third parties). Brands, company logos, copyright notices or other features that serve to identify Creditsafe or are attached by Creditsafe may not be removed or changed by the Client.

§ 10 Scope of use

I.                     All Services are provided to the Customer solely for the purposes of internal risk management, compliance and due diligence, data verification and optimization, and ensuring the due diligence required in business transactions ("Lawful Purposes").

II.                    the Customer shall use the Service solely for lawful purposes and shall not use the Service

1.                     in a manner that violates any applicable local, national or international law or regulation;

2.                     in a manner that is unlawful or fraudulent or for any unlawful or fraudulent purpose;

3.                     if the use could have unlawful or fraudulent effects;

4.                    to send or cause to be sent unsolicited or unauthorized advertising or promotional material or similar material (spam) for the purpose of soliciting customers;

5.                    to knowingly transmit data or send or upload material that contains, for example, viruses, Trojan horses, worms, keyloggers, spyware, adware or other malware or similar machine code (including code injection) designed to adversely affect the operation of computer software and hardware.

6.                    to produce, license or create credit reports or products or any services containing or relating to data (alone or in combination with other data) regarding the creditworthiness of a particular company or commercial entity or otherwise compete with Creditsafe's credit reporting services.

7.                    to extract, modify, adapt, use, reuse, exploit, redistribute, copy or store Data for any purpose not expressly permitted by this Agreement.

8.                    to use data relating to unregistered businesses, sole traders or consumers to create lists for the purpose of conducting telephone sales, telemarketing or direct email campaigns aimed at a target market and/or otherwise for individual categorization; and/or

9.                    to create a telephone directory and/or a business directory.

III.                   the Service may only be used within the company and only for the purposes for which the corresponding data was retrieved. It is prohibited to pass on the Service data to third parties or to use the Service for other purposes unless permission has been granted in accordance with the following provisions or such actions are permitted. This provision applies equally to information in parts of the Service and to both electronically stored and printed data records.

1.        it is permitted to transmit personal information to third parties if this is done in one's own interest, for example when participating in tenders or in the context of loan applications or renting commercial premises.

2.        if there is a legal obligation to pass on information, information about third parties and information obtained from the information may be passed on to third parties. In the context of requests under data protection laws, only the personal data covered by the right to information may be disclosed.

IV.                  The customer agrees that the data will only be accessed via the agreed delivery method and that he will not attempt to obtain the data via any other means.

V.                    The Client agrees to use the Data solely for the Permitted Use in accordance with the terms of this Agreement and not to use or permit the use of the Data for any other purpose without the prior written consent of Creditsafe.

VI.                  The Client undertakes to ensure that the data and all evidence used for data access authorization is stored securely. In doing so, it will use industry best security practices and systems to protect the data.

VII.                 The customer is obliged to prevent any actual or attempted unauthorized access to the data and to refrain from unauthorized copying, modification, storage, display or distribution of the data. In the event of a security incident, the customer shall take immediate and appropriate remedial action to ensure the security of the data.

VIII.               The Client undertakes to provide Creditsafe with the advice and support that Creditsafe reasonably requires to provide the Services to the Client. This means that the Client actively contributes to Creditsafe's ability to fulfill the tasks and obligations under the Agreement.

IX.                  If the Client purchases a specific product quota, it must use this within one year. Unused information from this quota expires without refund, unless there is a separate written agreement.

X.                    The service may not be used as the exclusive basis for decisions. It is the customer's responsibility to obtain additional information about his (potential) contractual partner.

XI.                  The customer may not sell, transfer, sublicense, pass on, commercially exploit or otherwise make the data available to third parties or otherwise use it for the benefit of third parties.

XII.                 The customer may not integrate the data into products or services which it offers to third parties, connect it with them or otherwise incorporate them if this results in the third parties concerned receiving the data as a result.

XIII.                The customer is not permitted to access or use the data for the purposes of direct advertising or customer acquisition unless the necessary data protection and other legal requirements are met.

XIV.               The use of an automatically preset "reason for retrieval" is strictly prohibited.

XV.                 The customer shall only make copies of the data to the extent that is reasonably necessary for the contractual use of the data.

XVI.               Termination of the contract shall result in the automatic expiry of all licenses and the rights granted thereunder. The Agreement does not transfer any ownership rights to the Service or the Data. All copies must be deleted after termination of the business relationship, provided that there are no retention obligations to the contrary.

§ 11 Property rights of Creditsafe

         I.            Unless expressly stated otherwise in these Terms and Conditions, the Client is not granted any database rights, copyrights, trademark rights or other rights to the data or to the intellectual property of Creditsafe or third parties in connection with access to the data via the Service. Creditsafe or its third-party licensors own all intellectual property rights relating to or arising from the Services (including all intellectual property rights in the Data and Updates). Nothing in this contractual agreement shall result in the transfer of such intellectual property rights.

        II.            The service and the business information (including score values) accessed via the Creditsafe database are protected by copyright or as software and other intellectual property rights. Neither the customer nor third parties are permitted to adapt, alter, modify, reverse engineer, decompile or in any other way access the data accessed via the service or to affect the data retrieved via it without the prior written consent of Creditsafe. Creditsafe may take appropriate measures to identify its own data.

§ 12 Restrictions of third parties

The data may in part be subject to third-party restrictions or other obligations arising, inter alia, from the country of origin of the data and applicable laws/regulations or agreements between Creditsafe and its third-party provider. Accordingly, the provision of the data to the Client and its use by the Client is always subject to these third-party restrictions. Reference is made to the currently applicable third-party restrictions in the country directory, which is part of the order; however, the information is not exhaustive and may be subject to changes resulting from changes to the laws/regulations and future agreements between Creditsafe and its third-party providers.

§ 13 Availability

I.         Creditsafe offers its services online. Creditsafe assumes no responsibility for the proper functioning of the Client's technical equipment or his IT programs for retrieving data. The Client acknowledges and agrees that Creditsafe may have to carry out maintenance work from time to time, which may affect the availability of the service. Creditsafe will make reasonable efforts to carry out scheduled maintenance work outside normal business hours but reserves the right to carry out unscheduled maintenance work at any time, provided that Creditsafe will make reasonable efforts to announce this in good time and minimize adverse effects on use by the Client as far as possible.

II.        if necessary, Creditsafe may, at its own discretion, make changes or updates to the Service, in particular in the course of technical progress, provided that this does not impair the contractually agreed functionality. Creditsafe will inform the Client of such changes with reasonable advance notice and in an appropriate manner, insofar as these affect the functionality.

III.       the availability of the services can be viewed under the link status.creditsafe.com. On this website, the customer also has the option of proactively subscribing to notifications regarding changes to the respective status.

IV.      Creditsafe warrants that the Service will be provided with due skill and care, using appropriately qualified staff and in compliance with all applicable laws and regulations.

V.        Creditsafe neither warrants nor undertakes that the availability of the Service will be always uninterrupted or error-free.

VI.      the availability of the service at the point of connection of the server to the Internet (router exit of the Creditsafe data center) will not fall below an average of 95% per year. This does not include interruptions due to scheduled maintenance, updates and repairs, provided these do not last longer than 6 hours in total. Longer interruptions require prior notification of the Client, at least 7 working days in advance.

VII.     The customer acknowledges and agrees that data on companies based outside and inside Germany are provided subject to their availability and may not always be retrievable. Furthermore, the countries from which data is available may vary during the term of the contract. Information on companies outside Germany will be provided in accordance with the timeframes specified on the Creditsafe website.

VIII.   In cases where Creditsafe does not provide immediately available data for a specific country, the customer can request a currently researched report on a company in the country in question (“offline information report”) for a fee. An offline information report cannot be provided in all cases.

§ 14 Validity of the service, warranty, limitation of liability

         I.            Creditsafe constantly strives to provide a high-quality service. The Service is not the sole basis for the Customer's decision and is based on data from various third parties, such as the company register, the business information system, the central register of associations and the Edict file. The data is forwarded automatically in networked systems to which Creditsafe, or various intermediary data suppliers, have access. The automated data processing of the data reported by the data providers takes place at Creditsafe under the supervision of carefully selected and qualified employees.

        II.            Creditsafe expressly does not warrant that the Service contains general or specific information about any third party.

       III.            Creditsafe makes every reasonable effort to ensure that the information is up-to-date, correct and accurate. However, this only applies to the determination of data and information from publicly accessible publications in the official registers. Creditsafe obtains any information on consumers (information on private individuals) from a third-party provider; Creditsafe has no influence on the content of this information. Creditsafe is not responsible for any further individual investigations or the consultation of other sources.

      IV.            The interpretation of the data output via the service and the proper and professional evaluation of the data extracted from the service is the sole responsibility of the customer.

        V.            The Service and the data retrieved via it are made available at Creditsafe, subject to their availability. If Creditsafe is unable to access data provided by third parties for reasons for which it is not responsible, Creditsafe is entitled, after notifying the Client accordingly, to

1.        to obtain comparable data from another third-party provider or

2.        to terminate the part of this contract that concerns the changes or the unavailability of the affected services, without liability.

      VI.            Creditsafe does not guarantee that the use of the application by the Client will be uninterrupted or error-free and is not liable for any loss or damage that may result from the transmission of data via communication networks and facilities, including the Internet, insofar as Creditsafe is not at fault. The Client acknowledges that the Service may be subject to limitations, delays and other problems associated with the use of such communication facilities. Creditsafe accepts no liability (for whatever reason) to the Client for events arising out of or in connection with such circumstances.

     VII.            VII The Client acknowledges and agrees that the data supplied constitutes information or is based on information provided to Creditsafe by third parties, the accuracy, quality, and completeness of which Creditsafe cannot control. Creditsafe therefore does not guarantee that the data is correct, complete, or suitable for a specific purpose.

   VIII.            The Client assumes sole responsibility for the use of the service, the data and the results obtained from it. Creditsafe is not liable to the Client for any loss or damage or costs or expenses of any kind that the Client incurs or has incurred due to the use of or reliance on the data or due to the inaccuracy or incompleteness of the data.

      IX.            Creditsafe is liable without limitation in accordance with the statutory provisions for damages to the Client caused by intentional or grossly negligent behavior on the part of Creditsafe or its vicarious agents, as well as for personal injury and damages under the Product Liability Act.

        X.            Otherwise, Creditsafe's liability for claims for damages is limited in accordance with the following provisions, unless otherwise stated in a guarantee assumed by Creditsafe.

1.        Creditsafe is only liable for damages caused by negligence, apart from damages caused by gross negligence, insofar as these are based on the breach of essential contractual obligations (cardinal obligations). Cardinal obligations are those contractual obligations whose fulfillment is essential for the proper execution of the contract and on whose compliance the Client may rely. Insofar as Creditsafe is liable for simple negligence, Creditsafe's liability is limited to the typically foreseeable damage and up to a maximum of half of the annual contract value. 

2.        Creditsafe's liability for the loss of data caused by slight negligence is limited to the typical recovery costs that would have been incurred if the Client had backed up the data regularly and appropriately under the circumstances.

3.        The above limitations of liability also apply to Creditsafe's vicarious agents.

      XI.            The provisions of the above paragraphs also apply accordingly to a limitation of the obligation to pay compensation for futile expenses.

     XII.             Insofar as the contract is to be classified as a rental contract Creditsafe's liability for initial defects is excluded.

    XIII.            Claims for damages under data protection law are not covered by these GTC.

§ 15 Non-disclosure agreement

         I.            The parties undertake that they will not at any time disclose to third parties any trade or business secrets or other confidential information concerning the business, affairs, customers or suppliers of the other party unless they have obtained the prior written consent of the other party to such disclosure.

        II.            the parties may disclose confidential information of the other party:

1.        to its employees, officers, agents and consultants who need to know the information for purposes of performing the relevant party's contractual obligations. The parties shall ensure that their employees, officers, agents and consultants to whom they disclose the other party's Confidential Information are bound to confidentiality accordingly; and

2.        to the minimum extent required by law, court order or governmental or regulatory authority.

       III.            Creditsafe is entitled to pass on confidential information to employees of Safe Information Group N.V. and its affiliated companies and will ensure that they treat the information confidentially.

      IV.            Subject to the provisions of this section, the parties may use each other's confidential information solely for the purpose of fulfilling their contractual obligations.

        V.            These confidentiality obligations shall not apply to information, knowledge and experience which

1.        is demonstrably generally known without breach of this confidentiality obligation,

2.        was demonstrably already known to the parties prior to receipt of the information, knowledge and experience,

3.        was received from a third party without an obligation of confidentiality, or

4.        can be proven to have been independently developed.

      VI.            The burden of proof for the existence of the exceptions listed above shall be borne by the party wishing to invoke the exception.

§ 16 Data protection and security

       I.            The customer may only access the service in accordance with these terms and conditions and the relevant data protection laws. The Client itself must ensure that it complies with the applicable data protection laws, in particular the information obligations under Art. 13 and Art. 14 GDPR, and other laws.

     II.            Unless otherwise agreed, both the client and Creditsafe are deemed to be separate, independent controllers within the meaning of the GDPR.

    III.             The Client is obliged to take appropriate technical and organizational measures to protect the data and/or information accessed via the Service from accidental or unlawful destruction, loss, alteration, unauthorized disclosure, or unauthorized access. The Client will provide Creditsafe with details of these measures on request.

    IV.            The client may not transfer any personal data received from Creditsafe outside the European Economic Area unless the client:

1.        complies with the provisions of Article 26 GDPR, in the case that the third party is a joint controller; and/or

2.        ensures that:

a.        the transfer is to a country recognized by the European Commission as providing adequate protection in accordance with Article 45 GDPR;

b.        appropriate safeguards are in place in accordance with Article 46 GDPR; or

c.         one of the derogations for specific cases under Article 49 GDPR applies to the transfer.

     V.            The Client shall inform Creditsafe without undue delay in accordance with the requirements of the GDPR or other applicable law if it becomes aware of a security breach of the personal data accessed via the Service. Creditsafe will inform the Client immediately in accordance with the requirements of the GDPR or other applicable law if the Client is affected by a data breach.

    VI.            VI Creditsafe is not liable to the Client for breaches of data protection laws or any resulting fines, penalties or costs, insofar as they are attributable to a breach on the part of the Client or a related third party.

  VII.            The Client is responsible for balancing its own interests and the data protection rights of the data subjects when using the Service and obtaining data from Creditsafe.

 VIII.            The Client is obliged to truthfully state the reason for each data retrieval. Creditsafe may disclose the respective reason for the retrieval, the date and the company name of the Client to the person or company concerned.

    IX.            The Client is obliged to document and prove the existence of a legal basis for the collection of data and other processing. Creditsafe reserves the right to carry out random checks of the database retrievals made by the Client in accordance with data protection legislation.

§ 17 Security measures

I.         The Client will ensure that appropriate security systems and procedures are maintained and implemented to prevent unauthorized access to and damage to Creditsafe's system and the Client's system, as well as associated networks and resources.

II.        the Client will inform Creditsafe immediately if it suspects or discovers a security breach and will make all reasonable efforts to remedy the breach and its consequences immediately.

III.        Creditsafe will inform the Client immediately in the event of serious disruptions to its operations, suspected breaches of these Terms and Conditions, statutory data protection provisions and breaches of such provisions or other irregularities in the processing of the Client's data. This applies in particular with regard to the reporting obligation pursuant to Article 33 (2) GDPR and to corresponding obligations of the Client pursuant to Articles 33 and 34 GDPR. Creditsafe warrants that it will provide the Client with appropriate support in fulfilling its obligations under Articles 33 and 34 GDPR, insofar as this is necessary. Creditsafe may only carry out notifications for the Client in accordance with Article 33 or 34 GDPR following prior written instructions from the Client.

§ 18 Applicable law, place of performance and jurisdiction

       I.            These terms and conditions are subject to Austrian law to the exclusion of the UN Convention on Contracts for the International Sale of Goods (CISG) and to the exclusion of international conflict of laws rules.

     II.            The place of performance of the services is the registered office of Creditsafe in Vienna.

    III.             the exclusive place of jurisdiction for all present and future claims arising from or in connection with this contract is the registered office of Creditsafe.

§ 19 Amendment of the General Terms and Conditions

         I.            Changes to these General Terms and Conditions will be communicated to the Client in text form.